[8-K] Solidion Technology Inc. Reports Material Event

Rhea-AI Filing Summary

Solidion Technology, Inc. announced that investors should no longer rely on its previously issued interim financial statements for the period ended June 30, 2025, or related earnings releases and communications. After a review by the Chief Financial Officer and Audit Committee, the company identified errors in the reported number of Series A warrants issued in a March 13, 2024 private placement and in the related fair value measurement. The company determined that 810,389 Series A warrants should have been subject to fair value measurement, and their fair value as of June 30, 2025 was understated by $2,260,650. Solidion also concluded that 576,540 Series A and 1,715,677 Series C common stock equivalents should have been included in diluted EPS for the six months ended June 30, 2025. The company plans to file an amended Form 10-Q/A for the quarter ended June 30, 2025 to restate this financial information before filing its Form 10-Q for the quarter ended September 30, 2025.

Positive

• None.

Negative

• Non-reliance declaration: Solidion stated that its June 30, 2025 interim financial statements and related earnings communications should no longer be relied upon due to identified errors.
• Material warrant valuation error: The company reported that the fair value of 810,389 Series A warrants was understated by $2,260,650 as of June 30, 2025.
• Diluted EPS misstatement: Diluted earnings per share for the six months ended June 30, 2025 omitted 576,540 Series A and 1,715,677 Series C common stock equivalents, requiring restatement.

Insights

Equity research analyst

Non-reliance restatement flags warrant and EPS errors as of June 30, 2025.

Solidion Technology disclosed that its June 30, 2025 interim financial statements and related communications should no longer be relied upon. The issue centers on misreporting the number of Series A warrants tied to a March 13, 2024 private placement and underestimating their fair value by $2,260,650 as of June 30, 2025.

The company also stated that diluted EPS for the six months ended June 30, 2025 should have included 576,540 Series A and 1,715,677 Series C common stock equivalents. Including these instruments typically increases the share count used in diluted EPS, which can reduce the reported diluted EPS figure versus what was previously shown.

Management, together with the Audit Committee, plans to file a Form 10-Q/A to restate the affected June 30, 2025 information before submitting the September 30, 2025 Form 10-Q. They discussed these matters with Deloitte & Touche LLP, the independent auditor, which signals that revisions will be formalized through the amended filing.

Accounting and auditing specialist

Restatement driven by warrant fair value and diluted EPS miscalculations.

The company identified that 810,389 Series A warrants, issued in a March 13, 2024 private placement, should have been included in fair value measurement as of June 30, 2025. It stated that the corresponding fair value was understated by $2,260,650 in the previously issued June 30, 2025 interim financial statements.

In addition, Solidion determined that diluted EPS for the six-month period ended June 30, 2025 should have reflected 576,540 Series A and 1,715,677 Series C common stock equivalents. Omitting these instruments from diluted EPS affects the accuracy of per-share profitability metrics that many users rely on.

The decision to declare non-reliance and to file a Form 10-Q/A indicates that management and the Audit Committee judged the errors to be material to the June 30, 2025 interim reporting. Their consultation with Deloitte & Touche LLP suggests that the revisions and related disclosures will be aligned with applicable accounting and reporting standards in the forthcoming amendment.

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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): November 14, 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.)

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 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 14, 2025, 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 interim financial statements as of and for the period ended June 30, 2025 (the “Affected Financial Information”) included in the Company’s Quarterly Report on Form 10-Q 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 errors related in (i) the reported number of Series A Warrants outstanding issued in connection with the private placement completed on March 13, 2024 and the related fair value measurement of those warrants as of June 30, 2025 and for the three- and six-month periods ended June 30, 2025, and (ii) the number of Series A and Series C shares included in the diluted earnings per share (“EPS”) calculations for the six-month period ended June 30, 2025. Specifically, the Company determined that the number of Series A Warrants subject to fair value measurement should have been 810,389 warrants, rather than the previously reported amount, and the corresponding fair value as of June 30, 2025 was understated by $2,260,650. Additionally, 576,540 Series A and 1,715,677 Series C common stock equivalents should have been included in the calculation of diluted EPS for the six months ended June 30, 2025.

The Company will file Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2025 to amend and restate the original filing, including restated financial information for the Affected Financial Information and other related modifications, prior to the filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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 Deloitte & Touche LLP, the Company’s independent registered public accounting firm.

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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 17, 2025
	SOLIDION TECHNOLOGY, INC.
	By:	/s/ Jaymes Winters
	Name:	Jaymes Winters
	Title:	Chief Executive Officer

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FAQ

What did Solidion Technology, Inc. (STI) announce in this 8-K?

Solidion Technology, Inc. announced that its previously issued interim financial statements as of and for the period ended June 30, 2025, along with related earnings releases and investor communications, should no longer be relied upon because of identified errors.

Which financial period for STI is affected by the non-reliance announcement?

The affected period is the interim financial statements as of and for the period ended June 30, 2025, as reported in Solidion Technology, Inc.’s Quarterly Report on Form 10-Q for that quarter.

What specific warrant error did Solidion Technology, Inc. identify?

Solidion determined that 810,389 Series A warrants issued in connection with a March 13, 2024 private placement should have been subject to fair value measurement, and the related fair value as of June 30, 2025 was understated by $2,260,650.

How were STI’s diluted EPS calculations impacted?

For the six-month period ended June 30, 2025, diluted EPS should have included 576,540 Series A and 1,715,677 Series C common stock equivalents, which were not included in the original diluted EPS calculations.

How does Solidion plan to correct the financial statement errors?

Solidion plans to file Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2025, which will restate the affected financial information and related disclosures before it files its Form 10-Q for the quarter ended September 30, 2025.

Was STI’s auditor involved in reviewing these issues?

Yes. Solidion’s management and Audit Committee discussed the matters related to the non-reliance and restatement with Deloitte & Touche LLP, the company’s independent registered public accounting firm.

What is the trading symbol and exchange for Solidion Technology, Inc.?

Solidion Technology, Inc.’s common stock, par value $0.0001 per share, trades on The Nasdaq Stock Market, LLC under the symbol STI.