Solidion Technology (NASDAQ: STI) Sees no Basis to Increase Its Offer to Polar Power, Inc. (NASDAQ: POLA) in Response to Board Rejection of All-Cash Asset Acquisition Proposal

Any acquisition remains non-binding and subject to due diligence, financing considerations and required approvals.

Rhea-AI Summary

Solidion Technology (NASDAQ: STI) will not increase its all-cash proposal after Polar Power’s board rejected the proposed asset acquisition. The proposal concerns substantially all of Polar Power’s assets, not a completed transaction.

The proposed acquisition is non-binding; an obligation to proceed would require a fully executed written acquisition agreement. Any transaction would be subject to due diligence, financing considerations and required approvals. Solidion intends to continue evaluating acquisition targets and making offers based on its financial modeling.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate pointPolar Power’s board rejected Solidion’s all-cash proposal to acquire substantially all its assets.
• Moderate pointProposed acquisition remains non-binding pending a fully executed written acquisition agreement.
• Minor point. Forward-looking: it has not happened yet and may not happen.Any transaction is subject to due diligence, financing considerations and required approvals.

Key Figures

Committed equity facility: Up to $25 million Convertible note pricing: Lower of 80% of the five-day VWAP or $1.00 per share Net loss: Approximately $2.0 million +4 more

Committed equity facility

Up to $25 million

Polar Power facility permitting common-stock sales for working capital

Convertible note pricing

Lower of 80% of the five-day VWAP or $1.00 per share

August 26 notes, if not repaid at maturity

Net loss

Approximately $2.0 million

Polar Power, six months ended June 30, 2026

Cash used in operations

Approximately $2.2 million

Polar Power, six months ended June 30, 2026

Cash balance

$183,000

Polar Power, as reported for the six months ended June 30, 2026

Stockholders' equity

Approximately $144,000

Polar Power, in connection with its December 31, 2025 NASDAQ notice

NASDAQ compliance deadline

October 28, 2026

Deadline for Polar Power to demonstrate compliance

Key Terms

committed equity facility, convertible securities, vwap, going concern

4 terms

committed equity facility financial

"Polar established a committed equity facility permitting the sale of up to $25 million"

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

convertible securities financial

"Polar Power recently raised capital through convertible securities"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

View in glossary

vwap financial

"the lower of 80% of the five-day VWAP or $1.00 per share"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

going concern financial

"substantial doubt about Polar's ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Warns Polar Power Shareholders that the Company is "Severely Distressed"

DALLAS, Oct. 6, 2026 /PRNewswire/ -- Solidion Technology, Inc. (NASDAQ: STI) ("Solidion Technology" or "the Company"), an advanced battery technology solutions provider, today reaffirmed its disciplined acquisition strategy and commitment to maximizing shareholder value. Additionally, the Company responded to the decision of the Board of Directors of Polar Power, Inc. (NASDAQ: POLA) ("Polar Power" or "POLA") to reject Solidion's previously submitted all-cash proposal to acquire substantially all of Polar Power's assets.

"Our acquisition proposals are not personal, nor are our valuations meant to diminish the technology, people or opportunities of the companies we evaluate," said Jaymes Winters, Chairman and CEO of Solidion Technology. "Our offers and valuations are the product of disciplined financial modeling, due diligence and our assessment of both the value of the assets and the capital and execution required to realize their potential. We will continue to make offers based on those fundamentals, and we will not overpay to simply complete a transaction."

Winters continues, "Polar Power, Inc. is a severely distressed company who is desperate to raise expensive, dilutive capital in the face of economic headwinds and without adequate downside protection for their own shareholders. This entities' future is in doubt."

In Solidion's opinion, the offer in the previously submitted all-cash asset acquisition does not undervalue Polar Power for the following reasons:

1. Polar continues to require additional capital and relies on dilutive financing: On July 27, 2026, Polar established a committed equity facility permitting the sale of up to $25 million of common stock to support working capital. Additionally, Polar Power recently raised capital through convertible securities with conversion prices tied to its market price, including August 26 notes that convert at the lower of 80% of the five-day VWAP or $1.00 per share, if not repaid at maturity, at the expense of existing shareholders.
2. Polar continues to generate operating losses and negative cash flow: For the six months ended June 30, 2026, Polar Power reported a net loss of approximately $2.0 million and used approximately $2.2 million of cash in operations resulting in a cash balance of $183,000.
3. Polar continues to face NASDAQ compliance issues and going concern doubts: NASDAQ notified Polar on December 31, 2025 that Polar did not satisfy its minimum stockholders' equity requirement after Polar reported approximately $144,000 in stockholders' equity. Polar has until October 28, 2026 to demonstrate compliance. In its June 30, 2026 Form 10-Q, Polar Power's independent registered public accounting firm expressed substantial doubt about Polar's ability to continue as a going concern.  
4. Recent balance sheet actions do not eliminate the underlying need for operating capital: Polar Power recently converted approximately $614,700 of debt owed to its CEO to preferred equity. Polar said this was an important step toward reaching NASDAQ compliance, however it does not provide the operating liquidity required to fund the business or eliminate the need for additional capital.

Solidion is a strategic acquirer, and it is first and foremost a custodian of shareholder capital. Solidion fully intends to fulfill its fiduciary obligations of maximizing shareholder value, and the Company will continue to value potential acquisition targets and make offers based on disciplined financial modeling. Solidion will not overpay for the companies it seeks to acquire.

As such, Solidion's valuation reflects the realities of a company as deeply distressed as Polar Power, alongside the investment and execution necessary for Solidion to assume following an acquisition.

About Solidion Technology, Inc.

Headquartered in Dallas, Texas with pilot production facilities in Dayton, Ohio, Solidion's (NASDAQ: STI) core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems, including UPS systems serving the artificial intelligence (AI) data center market and electric vehicles for ground, aerospace, and sea transportation. Solidion holds a portfolio of over 385 patents, covering innovations such as high-capacity, silane gas free and graphene-enabled silicon anodes, biomass-based graphite, advanced lithium-sulfur and lithium-metal technologies.

For more information, please visit www.solidiontech.com or contact Investor Relations.

Important Information Regarding the Proposed Transaction

Solidion has expressed its interest in pursuing a potential asset acquisition of Polar Power, Inc. No assurance can be given that a definitive agreement will be entered into or that any transaction will ultimately be commenced or consummated. This is not a legally binding obligation, offer, or commitment by either party. No past, present, or future expression of intent, proposal, discussion, or course of conduct shall give rise to any legally binding contract or obligation to proceed with or close the proposed transaction unless and until a definitive written acquisition agreement has been fully executed. Any proposed transaction would be subject to applicable legal and regulatory requirements, the completion of due diligence, financing considerations, required approvals and other customary conditions.

This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. Additionally, this communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Solidion has made for a business combination transaction with Polar. This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document the parties may file with the SEC in connection with the proposed transaction.  This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. If and when a transaction is commenced, Solidion expects to file applicable materials with the U.S. Securities and Exchange Commission. Investors and security holders are urged to read such materials carefully and in their entirety when and if they become available because they will contain important information.

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 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.

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SOURCE Solidion Technology, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Will Solidion Technology increase its offer for Polar Power’s assets?

Solidion Technology will not increase its offer following Polar Power’s board rejection of its previously submitted all-cash proposal. The proposal covers substantially all of Polar Power’s assets.

Is Solidion Technology’s proposed Polar Power acquisition binding?

The proposed acquisition is not legally binding. An obligation to proceed requires a fully executed written acquisition agreement, and any transaction would be subject to due diligence, financing considerations and required approvals.