[NT 10-Q] Solidion Technology, Inc. SEC Filing

Rhea-AI Filing Summary

Solidion Technology, Inc. (STI) submitted a Form NT 10-Q notifying the SEC of a delayed quarterly report. The filing states the reasons described in Part III "could not be eliminated without unreasonable effort or expense" and confirms the subject report "will be filed on or before the fifteenth calendar day following the prescribed due date." The notice also references attachment of the accountant's statement or other exhibit required by Rule 12b-25(c), if applicable. The form is signed by Jaymes Winters, Chief Executive Officer, dated August 15, 2025.

Positive

• Formal compliance with Rule 12b-25 by filing a notice and committing to the 15-calendar-day cure period
• Signed by CEO Jaymes Winters, indicating executive-level acknowledgement
• Reference to accountant's statement inclusion if applicable, which aligns with filing requirements

Negative

• Delay in filing the periodic report (NT 10-Q), indicating the company could not meet the original deadline
• Reasons unspecified in excerpt, as the notice refers to Part III without providing those details here

Insights

Financial Analyst

TL;DR: This is a routine Form NT 10-Q delay notice indicating a short, permitted filing extension with limited investor impact.

The registrant has used Rule 12b-25 to notify the SEC of an inability to timely file its quarterly report and commits to filing within the 15-calendar-day cure period. The notice states that the reasons are detailed in Part III and could not be remedied without unreasonable effort or expense, and it notes the accountant's statement is attached if required. For investors, this is a procedural disclosure rather than substantive financial information; no earnings, revenue, or transaction details are included in the notice.

Corporate Governance Expert

TL;DR: Management formally acknowledged a delayed NT 10-Q and signed the Rule 12b-25 notice, meeting disclosure protocol.

The document shows compliance with procedural obligations by notifying the SEC and providing an expected cure date. The CEO's signature and explicit reference to Part III suggest the company followed the required attestation steps. The filing itself does not explain the specific operational or control issues causing the delay, so governance implications cannot be fully assessed from this notice alone.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-41323

CUSIP NUMBER

834212 102

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: June 30, 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 Quarterly Report on Form 10-Q 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-Q without unreasonable expense or effort. The Company requires additional time to compile and verify the data required to be included in the Form 10-Q. As a result, the Company could not solicit and obtain the necessary approvals of the Form 10-Q in a timely fashion prior to the due date of the report. The Company expects to file the Form 10-Q 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.

2

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: August 15, 2025	By:	/s/ Jaymes Winters
		Name:	Jaymes Winters
		Title:	Chief Executive Officer

3

FAQ

What does Solidion Technology's NT 10-Q notice say about the filing delay?

The notice states the reasons in Part III "could not be eliminated without unreasonable effort or expense" and that the subject report "will be filed on or before the fifteenth calendar day following the prescribed due date."

Who signed the Form NT 10-Q notice for Solidion Technology (STI)?

The form is signed by Jaymes Winters, Chief Executive Officer, and dated August 15, 2025.

Does the notice state whether the accountant's statement is attached?

The notice references that the accountant's statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable.

By when does Solidion expect to file the delayed report?

The company expects to file the subject report on or before the fifteenth calendar day following the prescribed due date.

Does this notice include earnings or financial data for Solidion Technology?

No. The excerpt contains no earnings, revenue, or transaction details; it is a procedural notice about a filing delay.