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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2025
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.) |
13355 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.
EXPLANATORY NOTE
This Amendment (“Form 8-K/A”) amends
the Current Report on Form 8-K filed by Solidion Technology, Inc. on October 27, 2025 (the “Original Report”), to update the
dismissal date of its independent registered public accounting firm, Deloitte & Touche LLP.
Item 4.01 Changes in Registrant’s Certifying
Accountant.
As previously disclosed, on October 21, 2025 (the
“Decision Date”), the Audit Committee of Solidion Technology, Inc. (the “Company”) approved the dismissal of Deloitte
& Touche LLP (“Deloitte”) as its independent registered public accounting firm, effective immediately following the filing
of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “2025Q3 Quarterly Report”).
On November 20, 2025, the Company filed its 2025Q3
Quarterly Report. Accordingly, the dismissal was effective November 20, 2025 (the “Effective Date”).
The audit report of Deloitte on the Company’s
consolidated financial statements as of and for the fiscal year ended December 31, 2024, did not contain an adverse opinion or disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s most recent fiscal year ended
December 31, 2024 and during the subsequent interim period from January 1, 2025 through the Effective Date, (i) there were no disagreements
with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that,
if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in
connection with its report, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K,
other than the previously disclosed material weaknesses in the Company’s internal control over financial reporting related to our control
environment, risk assessment, control activities, information and communication and monitoring.
The Company provided Deloitte with a copy of the
disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of Deloitte’s letter,
dated November 25, 2025, to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.2 to this
report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit |
|
Description |
| 16.1* |
|
Letter from Deloitte & Touche LLP, dated October 27, 2025, to the Securities and Exchange Commission. |
| 16.2 |
|
Letter from Deloitte & Touche LLP, dated November 26, 2025, to the Securities and Exchange Commission. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
* Previously filed
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: November 26, 2025
| |
SOLIDION TECHNOLOGY, INC. |
| |
|
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
