false
0001881551
0001881551
2026-03-18
2026-03-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 18, 2026
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.
Item 4.02 Non-reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On March 18, 2026, the Chief Financial Officer of Solidion Technology,
Inc. (the “Company”), after consultation with the Company’s Audit Committee, concluded that the Company’s previously
issued audited financial statements as of and for the year ended December 31, 2024 and related audit report as well as the interim periods within that year (the “Affected
Financial Information”), included in the Company’s Annual Report on Form 10-K for such period, should no longer be relied
upon. Similarly, any prior earnings releases and investor communications that included or discussed the Affected Financial Information
should no longer be relied upon.
Subsequent to the issuance of the Affected Financial Information, the
Company identified an error related to the accounting for exercises of the Company’s Series A and Series B warrants, which relates
solely to non-cash derivative accounting adjustments and does not affect the Company’s liquidity, cash balances, or total stockholders’
equity. Specifically, the Company determined that even though it appropriately remeasured the Series A and Series B warrants at each reporting
date, the fair value of the warrants was not remeasured immediately prior to certain warrant exercise events and the related settlement
of those liabilities in equity during fiscal year 2024.
As a result, the Company understated the non-cash, non-operating loss related to change in fair value of derivative liabilities for the
three months ended June 30, 2024 and September 30, 2024 by approximately $0.1 million and $2.3 million, respectively, and for the year
ended December 31, 2024 by approximately $5.7 million, with a corresponding understatement of additional paid-in capital within stockholders’
equity. In addition, the Company is continuing to evaluate the accounting treatment of its other financial instruments to confirm the
appropriateness of the related accounting conclusions.
The Company will file a comprehensive Annual Report on Form 10-K for
the year ended December 31, 2025 containing restated financial statements related to the Affected Financial Information as soon as reasonably
practicable.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with CBIZ CPAs P.C., the Company’s
independent registered public accounting firm, as well as with Deloitte & Touche LLP, the Company’s auditor for the fiscal year
ended December 31, 2024.
Item 5.08 Shareholder Direct Nominations.
To the extent applicable, Item 8.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
The board of directors of the Company has scheduled
its first annual meeting of stockholders following the effectiveness of the Company’s Amended and Restated Certificate of Incorporation
for June 11, 2026 (the “Annual Meeting”). The record date, time and location of the 2026 Annual Meeting will be as set forth
in the Company’s proxy statement for the Annual Meeting.
The Company has set a deadline of April 3,
2026 for the receipt of any stockholder proposals for inclusion in the proxy materials to be distributed in connection with the
Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which
the Company believes to be a reasonable time before it expects to begin to print and distribute its proxy materials for the Annual
Meeting. Any Exchange Act Rule 14a-8 proposal received after this date will be considered untimely. Stockholders should send any
such proposal to the Company’s Chief Financial Officer at c/o Solidion Technology, Inc., 13355 Noel Road, Suite 1100, Dallas,
TX 75240, and such proposal must comply with all applicable requirements set forth in the rules and regulations of the Securities
and Exchange Commission, including Exchange Act Rule 14a-8, and the Amended and Restated Bylaws in order to be eligible for
inclusion in the Company’s proxy materials for the Annual Meeting.
To comply with the universal proxy rules pursuant to Rule 14a-19 under
the Exchange Act, stockholders who intend to solicit proxies in support of a director nominee other than the Company’s nominee must
additionally provide notice to the Company setting forth the information required by Rule 14a-19(b) under the Exchange Act, and such notice
must be postmarked or transmitted electronically to the Company at its principal executive office no later than April 3, 2026.
Pursuant to the Amended and Restated Bylaws,
any stockholder seeking to raise a proposal outside the processes of Exchange Act Rule 14a-8 or make a nomination for consideration
at the Annual Meeting, but not included in the proxy materials for the Annual Meeting, must comply with the requirements of the
Amended and Restated Bylaws, including by delivering notice of their proposal or nomination to the Company’s Chief Financial
Officer at c/o Solidion Technology, Inc., 13355 Noel Road, Suite 1100, Dallas, TX 75240, no later than 5:00 p.m., Eastern time, on
April 3, 2026. Any proposal or nomination received after such date will be considered untimely and will not be considered at the
Annual Meeting.
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: March 24, 2026 |
|
| |
|
| |
SOLIDION TECHNOLOGY, INC. |
| |
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
