UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
|
| |
|
| FORM
12b-25 |
|
| NOTIFICATION
OF LATE FILING |
SEC
FILE NUMBER
001-41323 |
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CUSIP
NUMBER |
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834212
102 (Common stock)
834212
110 (Warrants) |
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: December 31, 2025
☐
Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For
the Transition Period Ended:
Read
attached instruction sheet before preparing form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
| If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
| |
PART
I
REGISTRANT
INFORMATION
| Solidion
Technology Inc. |
| Full
Name of Registrant |
| |
| N/A |
| Former
Name if Applicable |
| |
| 13355
Noel Rd, Suite 1100 |
| Address
of Principal Executive Office (Street and Number) |
| |
| Dallas,
TX 75240 |
| City,
State and Zip Code |
PART
II
RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b)
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed
due date; and |
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Annual Report on Form 10-K of Solidion
Technology Inc. (the “Company”) could not be filed within the prescribed time period due to the fact that the Company
was unable to finalize its Form 10-K without unreasonable expense or effort. The Company requires additional time to compile and
verify the data required to be included in the Form 10-K, including the restatement of previously issued financial statements for
the year ended December 31, 2024 and the interim periods within that year as described in the Company’s Current Report on Form
8-K filed on March 24, 2026. The Company expects to file the Form 10-K within the additional time allowed.
PART
IV
OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Jaymes
Winters |
|
(972) |
|
918-5120 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s). |
☒
Yes ☐ No
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The Company’s Annual Report
on Form 10-K for the year ended December 31, 2025 will include restated financial statements for the year ended December 31, 2024
and the interim periods within that year. As disclosed in the Company’s Current Report on Form 8-K filed on March 24, 2026,
the Company identified an error related to the accounting for exercises of its Series A and Series B warrants whereby the fair value
of such 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 by approximately $0.1 million for the three months ended June 30, 2024, approximately
$2.3 million for the three months ended September 30, 2024, and approximately $5.7 million for the year ended December 31, 2024,
with a corresponding understatement of additional paid-in capital within stockholders’ equity. This restatement relates solely
to non-cash derivative accounting adjustments and does not affect the Company’s liquidity, cash balances, or total
stockholders’ equity. In addition, the Company is continuing to evaluate the accounting treatment of its other financial
instruments, which evaluation may result in additional adjustments to the restated financial statements.
Disclosures
About Forward-Looking Statements
This
Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based
on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The
above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking
statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those
in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited
to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s
annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake
to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking
statements.
| Solidion
Technology Inc. |
| (Name
of Registrant as Specified in Charter) |
Has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
April 1, 2026 |
By: |
/s/
Jaymes Winters |
| |
|
Name:
|
Jaymes
Winters |
| |
|
Title:
|
Chief
Executive Officer |
