UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-41323
SOLIDION TECHNOLOGY, INC.
(Exact name of registrant as specified in its
charter)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (972)918-5120
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 per share STI The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act: None.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
At June 30, 2023, the last business day of the
registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held
by non-affiliates of the registrant was $41,430,352.
As of April 11, 2024, there were 86,900,398 shares of common stock
of the Company issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this
Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement
relating to the Annual Meeting of Stockholders to be held in 2024, which definitive proxy statement shall be filed with the Securities
and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2023.
EXPLANATORY NOTE
On February 2, 2024 (the “Closing Date”),
Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Combined
Company” or “Solidion Technology, Inc.”), consummated the previously announced business combination (the “Closing”)
pursuant to a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery
Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia
(“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the
transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned
subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.
Unless the context otherwise requires, the “registrant” and the “Company” refer to Nubia prior to the Closing
and to the Combined Company and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers to Honeycomb
Battery Company and its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following
the Closing. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K have the same meaning as set
forth in the definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on November 8, 2023 by Nubia.
The Company’s common stock, par value
$0.0001 per share (the “Common Stock”), is now listed on The Nasdaq Stock Market LLC (“NASDAQ Global”) under
the symbol “STI”. The Company's Public Warrants to purchase Common Stock at an exercise price of $11.50 per share,
previously listed under ticker “NUBIW”, were delisted from the Nasdaq and pending listing on The OTC Markets under the
symbol “STIW”. The audited financial statements included herein are those of Nubia prior to the consummation of the
Business Combination and the name change. Prior to the Business Combination, Nubia neither engaged in any operations nor generated
any revenue. Until the Business Combination, based on Nubia’s business activities, Nubia was a “shell company” as
defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
SOLIDION TECHNOLOGY,
INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 16
Item 1B. Unresolved Staff Comments 39
Item 1C. Cybersecurity 39
Item 2. Properties 39
Item 3. Legal Proceedings 39
Item 4. Mine Safety Disclosures 39
Item 6. [RESERVED] 40
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45
Item 8. Financial Statements and Supplementary Data 45
Item 9A. Controls and Procedures 45
Item 9B. Other Information 45
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 45
PART III 46
Item 10. Directors, Executive Officers and Corporate Governance 46
Item 11. Executive Compensation 46
Item 14. Principal Accounting Fees and Services 46
Item 15. Exhibits, Financial Statement Schedules 47
i
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are
forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about our:
● the expected addressable market for our products;
● developments relating to our competitors and industry;
● our future capital requirements and sources and uses of cash;
● our ability to obtain funding for our operations;
● our business, expansion plans and opportunities; and
● the outcome of any known and unknown litigation and regulatory proceedings.
The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can
be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable laws.
As a result of a number of known and unknown
risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ include:
● our ability to raise capital;
● the outcome of any legal proceedings that may be instituted against us;
● the ability to maintain the listing of our securities on the Nasdaq;
● changes in applicable laws or regulations;
ii
PART I
ITEM 1. BUSINESS
In this Annual Report on Form 10-K (the
“Form 10-K”), references to the “Company” and to “Solidion” “we,” “us,”
and “our” refer to Solidion Technology, Inc.
Corporate History and Background
We were originally incorporated in Delaware on
June 14, 2021 under the name “Nubia Brand International Corp.” as a special purpose acquisition company, formed for the purpose
of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the “IPO Closing Date”),
we consummated our initial public offering (the “IPO”). On February 2, 2024, we consummated the previously announced business
combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger
Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged
with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”),
with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon
Closing and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries.
In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by HBC,
this business section primarily includes information regarding HBC’s business.
Overview
Solidion
Technology, Inc, previously known as “Honeycomb Battery Company”, formerly the
energy solutions division of Global Graphene Group, Inc. (“G3”), is a Dallas,
TX, USA-based advanced battery technology company focused on the development and commercialization
of battery materials, components, cells, and selected module/pack technologies. The cofounder
of Solidion, Dr. Bor Z Jang, filed a U.S. patent application on graphene in 2002.
The research and development team led by cofounder Dr. Aruna Zhamu and Dr. Jang
invented graphene-enhanced batteries and built the world’s first manufacturing facility
for graphene-enabled silicon anode materials for lithium-ion batteries.
Solidion is recognized as a global leader in
intellectual property (“IP”) in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade,
a French company that specializes in research and analysis of scientific and patent information. Solidion is uniquely positioned to offer
advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”))
as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an
advanced polymer or hybrid solid electrolyte that is most process-friendly. Subject to the Supply and License Agreement between G3 and
Solidion, which limits the manufacture of graphene and graphite products for use in our battery-related products and prohibits resale
to third parties, we believe we are well positioned to supply graphite-based anode materials from sustainable sources.
Our all-solid-state battery platform technology
is capable of transforming the entire electric vehicle (“EV”) battery space into a solid-state battery industry. We provide
solid-state cells that can be manufactured at scale using current lithium-ion cell production facilities, requiring no new design, no
new infrastructure, and no new supply chain. Our batteries are capable of delivering significantly extended EV range, improved battery
safety, lower cost per kilowatt hour, fastest time-to-market, and enable next-gen cathodes with the potential to replace expensive nickel
and cobalt with sulfur (S) and other more abundant elements.
We hold a total of over 520 patents (355 in the
United States and 165+ foreign patents) for next-gen batteries. KnowMade has acknowledged us as one of the two U.S.-based leaders
in solid-state electrolytes, as well as ranked us as the top company in the United States and top battery startup in the world in
silicon anode technology. Additionally, Lexis/Nexis has recognized us as a Global Top 100 Innovator.
1
Industry Background
Vehicle electrification provides once-in-a-century
market opportunity, with an over $300 billion EV battery market by 2030. Transportation electrification has triggered a
new run of battery sourcing competition, with potentially up to approximately 5,300 GWh lithium battery demand by 2030, a 500%+ increase
from 2020, and a predicted supply shortfall of approximately 3,700 GWh (Fig. 1). In addition, battery-grade graphite demand is expected
to grow by a factor of 10x from 2019 to 2030. Graphite anode in batteries is expected to grow from 170,000 MT in 2018 to 2.23 million
MT in 2028.
Fig. 1 Global lithium-ion battery demand forecast
The battery technologies developed by Solidion
are aimed at addressing today’s EV battery challenges: the need for increased energy density, fire safety, fast charging and lower
cost.
Today’s EV batteries are largely based
on the lithium-ion cells wherein each cell is typically composed of an anode (negative electrode), a cathode (positive electrode), a
separator that electrically isolates the two electrodes, and a liquid electrolyte that permeates into both electrodes and provides a
medium through which lithium ions can whim back and forth between the anode and the cathode. These essential components are encased in
a protective housing, allowing two terminals to protrude out of the housing for connecting to an external circuit.
The incumbent anode material is graphite that
stores lithium ions to a theoretical specific capacity of 372 mAh/g (practically 340-360 mAh/g). A lithium-ion cell, having
a graphite anode and a lithium nickel cobalt manganese oxide cathode (NCM, 175-200 mAh/g), provides a specific energy of typically 220-250
watt-hours per kilogram (“Wh/kg”). By replacing graphite with silicon (Si), having a theoretical specific capacity of 3,580-4,000
mAh/g, one can obtain a cell having an energy density of 350-400 Wh/kg.
2
Large shortfall in global graphite anode
material supply. Anticipated shortfalls, relying on data from Benchmark Mineral Intelligence and estimations from peers, in graphite
anode material supply are approximately 400kt and 300kt in 2025 and 2030, respectively, within North America. Mining of natural graphite
and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally benign, and sustainable
sources of graphite are preferable. Market forecasters predict graphite demand from battery makers will grow by 23% – 27% each
year through 2028 and that planned capacity and projects in development will not be able to meet forecasted demand as soon as 2025. New
markets for EV and flame-retardant building materials (“FRBM”) are driving the demand forecast above existing and new sources
of supply of graphite.
None of the top 10 graphite suppliers is
located in North America. All of the top 10 global graphite anode material suppliers are based in Asia. Significant graphite
manufacturing capacity is needed in North America to fill the gap between North American supply and demand. We are well positioned to
be a leading supplier of various anode materials in North America and other regions. Solidion management team has worked in the
field of carbon and graphite materials for over 30 years, and the first to convert graphite to graphene. The team began to work
on the development of advanced graphite-, silicon oxide-, and silicon-based anode active materials for lithium-ion cells, and protected
lithium metal-based anodes in 2007 and it believes it has established the best IP portfolio in this space. The Supply and License Agreement
allows Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured
graphene and graphite products other than after modification to create electrode materials.
Current solid-state lithium metal batteries
are incompatible with current lithium-ion cell production equipment. This is the major barrier to widespread adoption. Oxide-based
sintered ceramic separators are brittle, expensive, and difficult to fabricate. Several technical issues, such as high interfacial impedance,
high stack-holding pressure, and low active material proportion, remain to be resolved.
Graphite may be replaced with lithium metal (Li)
in the anode to obtain a lithium metal battery, which is commonly believed to be capable of delivering an energy density in the range
of 400-500 Wh/kg, depending upon the cathode material used. However, such a potential benefit does not come without challenges.
During the charge-discharge cycles of a lithium metal cell, a needle-like feature called “lithium dendrites” may form on
the lithium metal in the anode. The dendrite can penetrate through a separator and reach the cathode side to cause internal shorting,
which poses fire and explosion hazards. In addition, repeated reactions between lithium and liquid electrolyte continue to consume both
the active lithium ions and the liquid electrolyte, leading to rapid capacity decay. These issues have thus far impeded the practical
utilization of lithium metal batteries to replace the conventional lithium-ion batteries for EV application. Solidion has been developing
lithium metal protection strategies aiming to address these technical issues.
The safety of lithium-ion or lithium metal batteries
hinges upon the availability of a non-flammable electrolyte. The liquid electrolytes commonly utilized in current lithium-ion batteries
contain a lithium salt dissolved in an organic solvent, which contains volatile molecules that can catch fire. In contrast, various types
of solid-state electrolytes, comprising less or no volatile chemical species, are being developed for both lithium-ion and lithium-metal
battery types. Further, solid-state electrolytes, when used as a separator, could significantly reduce or eliminate the lithium dendrite
issues.
3
However, solid-state electrolytes bring along
other types of challenges to a battery designer, including a higher internal impedance (hence, lower power), lower anode or cathode active
material proportion (hence, lower-than-expected energy density), and a higher manufacturing cost. The latter challenge is largely a result
of the need to develop a new process and new equipment for producing the solid-state separator and for assembling the required components
into a battery cell.
Solidion has been developing two types of quasi-solid
or hybrid electrolytes, which are expected to have more practical manufacturability-at-scale — “solvent-in-salt”
and “solvent-in-polymer” electrolytes. Solidion’s effort also includes development of a versatile solid-state electrolyte
technology. Solidion’s electrolytes (FireShieldTM) aim to be process-friendly and compatible with current lithium-ion
cell manufacturing processes. Specifically, Solidion’s developments are focused to provide a disruptive material process technology
that would enable current lithium-ion cell manufacturing facilities to produce solid-state or quasi-solid electrolyte-based safe lithium
batteries without the need to significantly change existing equipment and facilities. This implies that the lithium-ion battery industry
can readily enjoy the benefits of solid-state, lithium metal batteries essentially immediately, not having to wait for a decade.
Solidion’s battery technology
is targeting to enable significant benefits across battery capacity, life, safety, and fast charging while minimizing cost. Solidion
is getting ready to commercialize the graphene-protected lithium metal anode technology, which is essential to the accelerated emergence
of a lithium metal battery industry. The process-friendly electrolytes are also ready to solidify Solidion’s leadership
position in converting the entire lithium battery industry into a quasi-solid and solid-state status.
In the automotive industry, most of the EV makers
are highly interested in silicon- and lithium metal-based anodes for improved EV driving range given the same battery weight or volume.
For instance, GM is experimenting with silicon-rich and lithium metal anodes, solid state and high voltage electrolytes, and dry processing
of electrodes for its next generation of Ultium batteries, due around 2025. Ford, VW and BMW are also working with battery start-ups
on the development of solid-state lithium metal and Si-based anodes.
Summary of EV Battery Market Demands
As discussed above, a lithium cell supply shortfall
of ~3,700 GWh by 2030 is projected. Also forecasted is a worldwide graphite supply shortage of 1.4 million tons/year by 2028. Mining
of natural graphite and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally
benign. The market demands Sustainable sources of graphite. The EV industry is aware of the potential shortage of critical elements such
as cobalt (Co) and nickel (Ni) that are commonly used in the cathode of a lithium-ion cell; alternative cathode materials are key to
a sustaining EV battery industry. The EV market is highly interested in next-gen batteries that exhibit the following features:
● Readily available solid-state performance;
● Safer battery system without fire or explosion hazards;
● Lower battery cost, with a goal of less than $100 per kilowatt-hour.
EV batteries are required to meet stringent criteria,
including higher energy density to enable extended driving range, utilization of safer quasi-solid or solid-state electrolytes to enhance
safety, enhanced designs at various levels including material, cell, and module/pack, to facilitate fast charging, and reduced costs
per kilowatt-hour (kWh) for both anode and cathode materials to lower overall battery costs. Over the course of 15 years, Solidion has
focused its battery research and development endeavors precisely on tackling these challenges head-on.
4
Our Technologies and Products
Anode active materials
Our products include graphite-based anode materials.
What makes us be different from other manufacturers would be that we will have the flexibility to use raw materials from sustainable
sources. In order to reach the ambitious goal of net zero greenhouse gas emission by 2050, thorough examination of the entire supply
chain line can show insufficiencies. With the increasing trend of EVs on the road, proliferation of renewable energy – battery
systems, the scrutiny of battery material production impacts on the environment becomes increasingly relevant. Graphite is currently
indispensable as a battery anode material, dominating the vast majority of the rechargeable battery market due to its long-term cycle
life and low cost of production. Synthetic graphite is currently produced almost exclusively from petroleum coke and pitch. Solidion
proposes to manufacture battery-grade anode materials by introducing renewable and carbon negative biochar produced from waste biomass
as alternative feedstock. By collecting dead trees, trimming, and other waste biomass, the process of creating biochar sequesters the
elemental carbon and prevents the release of carbon as green-house gas through natural decomposition or wildfires. Hence the process
of converting waste biomass to biochar has been shown to be carbon neutral or even negative depending on the end use of the biochar.
Given that biochar when mixed into soil, can remain sequestered for scale of thousand years, it will likely remain as sequestered carbon
in a sealed cell until recycled and reused, hence prolonging its sequestered state. Solidion has developed a process technology that
is expected to allow cost-effective production of anode-grade graphite from this unique sustainable source. Subject to the Supply and
License Agreement we entered into with G3, Solidion is allowed to manufacture graphene and graphite products for use in our battery-related
products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials.
Solidion has also developed a cost-effective
graphene/silicon or graphene/SiOx composite anode material that enables a significantly higher energy density (for example, an expected 20-30%
increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”).
Graphene has proven to be effective in resolving the battery capacity decay problem caused by repeated volume expansion/shrinkage of
silicon. Solidion provides silicon-rich or SiOx-rich high-capacity anode materials that exhibit outstanding performance-to-cost ratio
and aims to significantly extend the EV driving range on one battery charge. Additionally, Tesla suggested on its 2020 “Battery
Day” that the best silicon anode should have low-cost silicon particles with a simple design to reduce material cost, instead of
highly engineered structures such as the Chemical Vapor Deposition process (“CVD”) used by our competitors. It should also
have elastic, ion-conducting polymer coating that protects these silicon particles, as well as highly elastic binder and some electrode
design used in the anode to maintain structural integrity of the electrode. We also have patents that cover these desired features of
silicon anode materials.
Safer Batteries
We plan to produce batteries that bridge the
performance and time-to-market gaps. A drop-in solution is expected to be compatible with today’s manufacturing process and
equipment. There are two paths we expect to narrow the gap between today’s battery technology and future solid-state performance:
silicon-rich solid-state lithium-ion cells and solid-state lithium metal batteries, which we expect to be ready for commercialization
in two to three years. Higher energy density and solid-state electrolytes are the key to the next generation of EV batteries. EV
batteries must deliver a higher energy density for extended driving range, contain only safe quasi-solid or solid-state electrolytes
for safety, improved designs at the material-, cell-, and module/pack-levels for fast charging, and lower anode and/or cathode costs
per kilowatt-hour for lower battery costs. Our team’s 15 years of battery research and development efforts have been precisely
directed at addressing these issues. Briefly speaking, we plan to produce the following batteries:
5
In summary, Solidion has superior technologies
that can be commercialized quickly to solve the EV industry’s most critical issues:
Apart from the EV sector, Solidion is strategically
exploring entry into diverse markets such as hand-held devices, energy storage systems (ESS), power tools, and e-bikes. We expect our
batteries to be poised to capture substantial market shares owing to their distinct advantages, including cost-effectiveness, superior
charging/discharging performance, safety features, extended cycle-life, and exceptional durability. These attributes are expected to
position us for significant growth and success across multiple sectors.
Summary of Solidion’s products and
stages of development.
● Anode active materials:
6
Fig. 2 SEM images of Solidion’s Si-rich
anode materials.
Our Competitive Strengths
In the automotive industry, the price of a vehicle
ultimately dictates the final decision of a potential customer, and the emerging EV industry is no exception. The U.S. DOE and the
EV industry experts have all agreed that EVs will become competitive against the internal combustion engine (ICE) vehicles when the battery
cost reaches a threshold of $100/KWh given comparable performance/safety characteristics.
Si-rich anode materials: The production
of Solidion’s Si-rich anode materials begins with a significantly lower starting material and follows a highly scalable, low-cost
process (Fig. 2). This is in stark contrast to competitors’ use of an expensive, toxic, and explosive gaseous silane and the high-cost
CVD process. According to Tesla’s analysis on its Battery Day in 2020, the CVD Si anode price is estimated to be > $100/KWh,
while Solidion’s product is expected to be lower than $6/kWh, which is approximately the price of currently used graphite anode
materials. Solidion is believed to be capable of cost-effectively producing the high Si content anode materials (graphene/elastomer encapsulated
Si particles, first-cycle efficiency up to 94% and specific capacity of 2,000-3,200 mAh/g) that would meet the requirements of increased
energy density and lower cost for next-gen EV batteries.
Process-friendly quasi-solid and solid-state
electrolytes: Solidion has been developing a truly disruptive solid-state platform technology that can help solidify the battery
safety of the EV industry. Our key electrolyte technologies may be summarized as follows: (a) we invented elastomeric solid electrolytes;
(b) we have highly significant IP in in-situ curing or in-situ solidification of polymer electrolytes; (c) we
invented quasi-solid electrolytes; (d) we developed thermally stable and flame-retardant polymer and polymer/inorganic hybrid electrolytes;
(e) our electrolytes are compatible with current Li-ion infrastructure and processes; and (f) We have versatile and easy-to-process
solid-state electrolytes for safe lithium-ion and lithium-metal batteries. As summarized in Fig. 3 below, we have earliest IP in quasi-solid
electrolytes (solvent-in-salt and solvent-in-polymer), and strong IP position in solid polymer electrolytes (in situ polymerization and
solid elastomeric electrolytes), and polymer composite electrolytes (elastic, flame-retardant and high-temperature polymer electrolytes).
7
Fig.3 Types of electrolytes for Li-ion and Li
metal batteries.
Lithium metal cells: Lithium metal
anode protection is key to the commercialization of all-solid-state or liquid-state lithium metal batteries (any battery that makes use
lithium metal as the anode active material; hence, higher energy density). We believe that Solidion has the most significant IP in the
area of lithium metal anode protection (50+ U.S. patents and many foreign patents). Our graphene- and/or polymer-enabled lithium
metal protection technologies aim to overcome technical barriers (for example, lithium dendrites, large interfacial impedance, etc.)
that have thus far impeded commercialization of solid-state lithium metal batteries. We believe that our graphene/polymer-based Li metal
protection layers are key enabling technologies for all types of solid-state lithium metal batteries. For instance, Solidion’s
anode-protecting layers and elastomeric solid electrolytes accelerate commercialization of ultra-thin lithium (Li-light) anode or anodeless
batteries, both featuring reduced cell weight and volume and thus higher energy densities.
Lithium-sulfur and lithium-selenium cells:
Solidion researchers are pioneers in the field of graphene-enabled Li-S and Li-Se batteries, having 50+ U.S. patents and
numerous foreign patents in this subject. In particular, Solidion has developed nanostructured graphene-sulfur cathode that has (a) exceptionally
high sulfur content and utilization efficiency; (b) high specific capacity (up to 1,000 mAh/g); (c) high specific energy (theoretically
capable of up to 500 Wh/kg; over 2x that of traditional lithium-ion cells); and (d) minimal shuttle effect, enabling good cycle-life.
Beyond Lithium Chemistries: Solidion
has also developed impressive technologies in other types of batteries. Solidion is a pioneer in the field of aluminum-ion cells, having
quite likely the most significant IP in this topic. Solidion also has good IP in the sodium-ion cells.
In summary, Solidion is the inventor of many
key enabling battery technologies, including (as examples) graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid
electrolytes, elastomeric solid-state electrolytes, flame-retardant polymer composite electrolytes, graphene-enabled bipolar electrodes
and batteries, etc. This massive IP portfolio provides EV and energy storage systems (ESS) industries with several disruptive battery
technologies, for example, (a) Si-rich anode having a high performance/cost ratio, (b) high-capacity sulfur cathode materials
(Co-, Ni-, and Mn-free), (c) highly process-friendly solid-state electrolytes, (d) protected lithium metal anode, essential
to the success of future lithium metal batteries, (e) fast chargeability, (f) aluminum-ion cells, and (g) sodium-ion cells.
We believe that Solidion’s battery products
have the following features or advantages:
8
Performance Improvements: We anticipate
that our Generation 2 all-solid-state lithium metal cells (expected 2026) and Generation 3 all-solid-state lithium-sulfur cells (expected
2027) would deliver significant performance improvements as compared to current conventional Li-ion cells (Fig. 4). Pack volume in watt
hours per liter (“Wh/L”) is expected to be 480 Wh/L for our 350 liter Generation 2 and 3 products as compared to 250 Wh/L
for current 350 liter Li-ion products. Pack energy, assuming the same pack volume, is expected to be 165 kWh for our Generation 2 and
3 products as compared to 85 kWh for current Li-ion products. Range is expected to be 620 miles for our Generation 2 and 3 products as
compared to 320 miles for current Li-ion products. Charge time is expected to be less than 15 minutes to increase from a 0% to 80% charge
for our Generation 2 and 3 products as compared to greater than 30 minutes to increase from 5% to 80% charge for current Li-ion products.
Power is expected to be 650 kW for our Generation 2 and 3 products as compared to 400 kW for current Li-ion products. Safety is expected
to be much improved through the use of our fire-resistant electrolyte technology in our Generation 2 and 3 products as compared to organic
electrolyte for current Li-ion products.
Fig.4 Comparison of different solid-state battery
cells.
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Manufacturing and Supply
Solidion plans to become a supplier of all-solid-state
cells (for the EV, energy storage systems and portable electronics markets) and certain battery components/materials (for example,
graphite-, Si oxide-, and Si-rich anode materials and electrolytes) to select customers or strategic partners.
We have a sustainable graphite anode material
manufacturing plan. We plan to produce biomass-derived graphite anode materials, subject to the Supply and License Agreement, which allows
Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured
graphene and graphite products other than after modification to create electrode materials. During Phase 1, which we expect will
last three years, we intend to source proper biochar products from biochar suppliers and convert these products into graphite anode
materials using a proprietary process. After 3 years, we intend to implement a significantly lower temperature process for reduced
costs. Advantages of biochar as a raw material include sustainability and lower material cost compared to production of graphite from
petroleum or coal sources. In addition, heat treatment equipment for graphite production is available from multiple vendors located in
many counties or regions.
Our business is not raw-material-limited. As
an example, 100,000 tons of graphite requires about 400,000 tons of biomass, which is just 0.015% of the total available source of 2,700 million
tons available per year. 900 million tons of forest residues and wood processing residues combined are available, and an additional
1,800 million tons of biomass feedstock are available from the following species: distillers grains, orchard waste, almond shells,
mixed paper, corn waste, saw dust, switch-grass, cane bagasse, wheat straw, timber, acacia wood waste, fruit bunch, cassava waste and
palm kernel shell.
We expect to scale up our silicon anode material
production capacity from 15 MT per year, currently in Dayton, Ohio, to greater than 150 MT per year by 2026.
We plan to begin with the toll manufacturing/joint
venture (“TM/JV”) model for commercializing the solid-state battery technologies. At a later stage, we may consider building
our own facilities for producing certain specialty cells (such as bipolar or high-voltage cells) responsive to market demands. We expect
the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement. We will
also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion
cells.
“Made in America” guidance.
On March 31, 2023, the U.S. Treasury Department and the IRS released proposed guidance on the new clean vehicle provisions of
the Inflation Reduction Act. To be eligible for a $7,500 credit, clean vehicles must meet sourcing requirements for both the critical
minerals and battery components contained in the vehicle. Vehicles that meet one of the two requirements are eligible for a $3,750 credit.
To meet the critical mineral requirement and be eligible for a $3,750 credit, an applicable percentage that increases each year of the
value of the critical minerals contained in the battery must be extracted or processed in the United States or a country with which the
United States has a free trade agreement, or be recycled in North America. Critical minerals in the EV battery must be extracted or processed
in the U.S., countries with which the U.S. has a free trade agreement or have been recycled in North America. By the end of 2026, the
applicable percentage will be 80% for the critical mineral requirement.
To meet the battery component requirement and
be eligible for a $3,750 credit, the applicable percentage of the value of the battery components must be manufactured or assembled in
North America — as mandated by the Inflation Reduction Act. By the end of 2026, the applicable percentage will be 80%
for the battery component requirement, and by the end of 2028, 100% of battery components must be manufactured and assembled in North
America by 2028 for a vehicle to be eligible for the clean vehicle tax credit.
In addition, beginning in 2024, an eligible clean
vehicle may not contain any battery components that are manufactured by a foreign entity of concern and beginning in 2025 an eligible
clean vehicle may not contain any critical minerals that were extracted, processed, or recycled by a foreign entity of concern.
We expect that by the end of 2027, 80% of battery
materials and components made by Solidion will comply with the critical mineral and battery component requirements. We believe anode
materials for Lithium-ion cells would be domestically produced from renewable and recycled feedstocks without extraction or mining, and
that sulfur cathode materials will lessen the need for imported manganese, cobalt and nickel. We further believe that Solidion’s
local sourcing and manufacturing ability make it an ideal candidate for government grants and loans. However, there can be no assurance
that we will be able to scale up our production as anticipated in order to supply our battery technology to vehicles that may be eligible
for clean vehicle tax credits.
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Summary of research, design, development,
manufacturing and commercialization.
Product Refinement Manufacturing/Commercialization
Pre-Production (Pilot) Production
Plans for production.
Synthetic graphite production — For phase
1, we expect to build a processing plant with production capacity of 10,000 MT by 2026, with a projected capital expenditure of $100-200
million and resulting in revenue of $90 – $100 million. We would plan to expand annual capacity to 180,000 MT by 2032.
Anode products — Our Dayton, Ohio, anode
materials production line has a current capacity of 15 MT per year, and we expect to scale it up to a capacity of >150 MT per year
by 2026.
Battery products — We expect to launch
Gen1 and Gen2 cells by 2026 and Gen3 by 2027.
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Intellectual Property
Solidion has a portfolio of over 520 patents.
This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled batteries, elastic
polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic hybrid electrolytes,
and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry with what we believe
to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio, the highest-capacity
sulfur cathode materials (free of cobalt, nickel and manganese), the most process-friendly solid-state electrolytes, protected lithium
metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S. patents on graphene-
or polymer-enhanced silicon-based materials. It holds more than 35 key U.S. patents on fire-resistant electrolytes for lithium batteries.
It holds more than 70 U.S. patents on key technologies for next-generation all-solid state or lithium metal batteries. It also holds
advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures and voltages.
The year of expiration of these key U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the intellectual
property to be utilized by Solidion is intellectual property that is owned by Solidion (having been transferred from G3 to Solidion via
the Patent Assignment, dated as of February 8, 2023 (the “Patent Assignment”)). Solidion licenses a relatively small number
of patents relating to graphene and graphite production from G3 pursuant to the Supply and License Agreement, under which there are no
significant limitations. These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis.
We believe we have advanced IP in process-friendly
and cost-effective polymer/inorganic hybrid solid electrolytes that are fire/flame-resistant, which effectively overcomes the fire/explosion
issues commonly associated with liquid electrolytes. KnowMade has analyzed more than 14,400 patent filings related to “solid-state
Li-ion batteries with inorganic solid electrolytes.” Solidion battery IP is one of only two U.S. companies recognized in its
list of the top 31 companies (Fig. 5).
Fig. 5 Solidion is recognized as a leader in solid-state
battery technologies.
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Another KnowMade report (Fig. 6) has identified
Solidion as the U.S. leader in the Si anode technology. In the USA, Solidion is No. 1 (having 131 patent families in the
Si anode), followed by GM (90), Enevate (77), and Amprius (71). Further, Honeycomb/G3 is ranked No. 9 in the entire battery industry,
after 8 major Li-ion battery cell producers; however, Solidion is No. 1 among all the battery start-ups in the world.
Fig. 6 Solidion is recognized as a leader in “Silicon
Anode for Li-ion Batteries.”
Our high silicon-content anode provides a drop-in
solution to enhancing the energy density of a lithium-ion battery. We have the earliest and most significant IP on elastic polymer-protected
silicon particles, which is the most cost-effective silicon anode as identified by Tesla on its “Battery Day” in 2020. We
are uniquely positioned to commercialize high silicon content-based all-solid-state batteries. We believe a partnership with Honeycomb
will help solidify an EV maker’s success as the worldwide leader in safe EVs for decades to come.
We are recognized as one of the Global Top 100
Innovators (Fig. 7), a testimony to not only the quantity but also the quality of our IP. In April 2022, LexisNexis published
“Innovation Momentum 2022: The Global Top 100,” a comprehensive IP report that recognized global technology companies with
exceptional technological relevance for the future, market coverage, and citation index. We were one of 12 companies recognized in the
report under the Chemicals and Materials industry sector, and one of only 2 such US-based companies that received the honor. Other innovators
listed in this sector are prominent EV battery companies such as LG Chem, Samsung SDI, and CATL. We are the only battery start-up listed
among these top 100 innovators.
Fig. 7 Third party validation of Solidion’s
IP quality
The strong IP portfolio enables Solidion to become a market and technology
leader in the battery space for decades to come.
Competition
We compete directly and indirectly with current
battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address
the growing market for electrified mobility solutions. The EV battery industry is fast-growing and highly competitive. We primarily compete
with other silicon anode materials start-ups, such as Sila Nanotechnologies, Amprius Technologies and Group 14, which are all highly
promising battery companies.
Our competitors produce silicon anode materials
via CVD, which is believed to be expensive and challenging to scale up, and require explosive gaseous raw materials. In contrast, our
patented technologies are expected to allow us to produce highly scalable low-cost silicon-rich products that could be compatible with
solid-state and liquid-state electrolytes and have greater energy density and lower cost per kilowatt hour. Additionally, Solidion may
be perceived to compete with certain other solid-state or lithium metal battery start-ups, such as QuantumScape, Solid Power and SES. However,
we view these companies as potential strategic partners, not competitors. For instance, Solidion has complementary IPs that can help
each of these companies accelerate the commercialization of their lithium metal batteries (for example, by providing graphene/elastomer-protected
Li metal anode technologies). Our lithium metal protection technologies are capable of addressing certain known issues associated with
rigid inorganic solid electrolytes, such as large electrode/electrode interfacial impedance and the typically high stack-holding pressure.
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Solidion’s solid state batteries are expected
to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling fast time-to-market
compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion battery industry
into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications.
The following two charts summarize the key attributes
that differentiate Solidion’s products and technologies from certain of our competitors (Fig. 8 and Fig. 9):
Fig. 8 A brief summary of Solidion’s product/technology
attributes vs. other key silicon anode-focused battery start-ups.
Fig. 9 A brief summary of Solidion’s product/technology
attributes vs. other key lithium metal cell-focused battery start-ups.
Human Capital
We believe that our success is driven by our
team of technology innovators and experienced business leaders. We seek to hire and develop employees who are dedicated to our strategic
mission. As of March 2024, we employed 32 full time employees, 2 part time employees and 1 temporary employee.
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We are committed to maintaining equitable compensation
programs including equity participation. We offer market-competitive salaries and strong equity compensation aimed at attracting and
retaining team members capable of making exceptional contributions to our success. Our compensation decisions are guided by the external
market, role criticality, and the contributions of each team member.
Facilities
Our corporate headquarters are located at 13355
Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.
Our Research and development and manufacturing
operations are located in Dayton, Ohio, where we own a building of approximately 27,646 square feet and lease a building of approximately
7,097 square feet.
Government Regulation and Compliance
There are government regulations pertaining to
battery safety, transportation of batteries, use of batteries in vehicles, factory safety and disposal of hazardous materials. We will
ultimately have to comply with these regulations to sell our battery products into market.
For example, we expect to become subject to federal
and state environmental laws and regulations regarding the handling and disposal of hazardous substances and solid waste, to include
electronic waste and battery cells. These laws regulate the generation, storage, treatment, transportation, and disposal of solid and
hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances
may have been released or disposed. In the course of ordinary operations, we, through third parties and contractors, might in the future
handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”)
and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites
at which these hazardous substances have been released into the environment. We might also become subject to the strict requirements
of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes for the generation or disposal of solid
waste, which may include hazardous waste.
Solidion expects to use existing factories to
produce solid-state batteries. The Occupational Safety and Health Act (“OSHA”), and comparable laws in other jurisdictions,
regulate the protection of the health and safety of workers in such factories. In addition, the OSHA hazard communication standard requires
that information be maintained about any hazardous materials used or produced in operations and that this information be provided to
employees, state and local government authorities, and the public.
The use, storage and disposal of battery packs
is regulated under federal law. We expect any batteries we produce will be required to conform to mandatory regulations governing the
transport of “dangerous goods” that may present a risk in transportation, which includes lithium-ion batteries, and are subject
to regulations issued by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”). These regulations are based
on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual Tests and Criteria. The regulations
vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck or air.
We expect that the EVs that would use our battery
technology would be subject to numerous regulatory requirements established by the National Highway Traffic Safety Administration (“NHTSA”),
including applicable U.S. federal motor vehicle safety standards (“FMVSS”). EV manufacturers must self-certify that the vehicles
meet or are exempt from all applicable FMVSSs before a vehicle can be imported into or sold in the U.S. There are numerous FMVSSs that
we expect would apply to vehicles that would use our battery technology. Examples of these requirements include:
These standards and regulations cover various