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, 2024
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, 2024, 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 $9,339,999.
As of April 1, 2025, there were 135,845,569 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 2025, 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, 2024.
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.
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 “STIWW”. The audited
financial statements for the fiscal year ended and as of December 31, 2023 included herein reflect the operations of HBC, as HBC is the
accounting acquirer and predecessor. Until the Merger, Nubia neither engaged in any operations nor generated any revenue, and based on
its 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, 2024
Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 32
Item 1C. Cybersecurity 32
Item 2. Properties 32
Item 3. Legal Proceedings 32
Item 4. Mine Safety Disclosures 32
Item 6. [RESERVED] 33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38
Item 8. Financial Statements and Supplementary Data 38
Item 9A. Controls and Procedures 38
Item 9B. Other Information 39
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 39
PART III 40
Item 10. Directors, Executive Officers and Corporate Governance 40
Item 11. Executive Compensation 40
Item 14. Principal Accounting Fees and Services 40
Item 15. Exhibits, Financial Statement Schedules 41
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.
Overview
Solidion Technology, Inc. is an advanced battery
technology company focused on the development and commercialization of next-generation battery materials, components, and energy storage
solutions. Headquartered in Dallas, Texas, with research and development (R&D) and manufacturing operations in Dayton, Ohio, Solidion
is dedicated to transforming the energy storage landscape by addressing key limitations in current lithium-ion and emerging battery technologies.
The Company specializes in high-performance silicon-rich anode materials,
solid-state battery technology, and fire-retardant electrolytes, aiming to enhance the energy density, safety, and cost-effectiveness
of lithium-ion batteries. Solidion’s proprietary innovations include graphene-enabled batteries, elastomer-protected electrodes,
quasi-solid and solid-state electrolytes, and biochar-derived anode materials, providing sustainable and scalable solutions for the electric
vehicle (EV), energy storage system (ESS), and consumer electronics markets.
Solidion holds an extensive intellectual property (IP) portfolio with
over 525 active patents (pending and granted) globally, positioning the Company as a leader in silicon anode and solid-state battery technology.
Its innovative silane-free production processes for silicon-based anode materials allow for lower manufacturing costs and improved scalability.
Additionally, its fire-retardant and polymer-based electrolytes enable safer, high-energy-density batteries compatible with existing lithium-ion
cell production infrastructure.
A key milestone in Solidion’s technological
advancements is the successful development of a high-energy cylindrical cell, which achieves an exceptional energy density of 305 Wh/kg,
significantly higher than conventional lithium-ion batteries, which typically range between 240-260 Wh/kg. This innovation not only enhances
the range and performance of EVs but also underscores Solidion’s ability to deliver cutting-edge solutions for high-energy and high-power
applications.
The Company has established strategic partnerships with leading industry
players, including Giga Solar Materials Corp. and Bluestar Materials Company, to advance the production and commercialization of silicon
oxide (SiOx) anode materials in the U.S. These collaborations, along with Solidion’s ongoing engagement with EV original equipment
manufacturers (OEMs) and toll-manufacturing partners, position the Company to accelerate the adoption of its next-generation battery solutions.
On November 14, 2024, we adopted a strategic Bitcoin
allocation policy for our Corporate Treasury. As part of this strategy, Solidion is committed to leveraging Bitcoin as a long-term store
of value. The Company will allocate excess cash from operations toward Bitcoin purchases, subject to board approval. Additionally, interest
earnings from cash held in money market accounts will be converted into Bitcoin. The Company also plans to allocate a portion of future
capital raises to Bitcoin acquisitions, demonstrating a sustained commitment to integrating Bitcoin into its financial strategy. For fiscal
year 2024, the Company did not identify excess cash from operations for Bitcoin purchases. Additionally, $13,806 generated in interest
income earnings during fiscal year 2024 have been designated for Bitcoin purchases in fiscal year 2025 as part of the ongoing treasury
strategy. The Company did not conduct any capital raise activities between the date of its announcement and the end of the reporting period
and, as a result, did not allocate any proceeds toward Bitcoin purchases. Looking ahead, during fiscal year 2025, Solidion anticipates
capital raises that will include allocation of a portion of proceeds to Bitcoin acquisitions.
Solidion is committed to advancing battery technology through continuous
R&D efforts, expanding manufacturing capabilities, and optimizing supply chain sustainability. By integrating cutting-edge materials
and scalable production methods, Solidion aims to deliver high-performance, cost-effective, and environmentally sustainable battery solutions
that address the increasing demand for electrified mobility and renewable energy storage.
Limitations of Current Battery Technology
Li-Ion Batteries Lithium-ion batteries
(LIBs) are pivotal in climate change mitigation as they play a key role in electrifying the transport sector and enabling the integration
of renewables. They are widely used in portable electronics and electric vehicles due to their high potential for providing efficient
energy storage and environmental sustainability. NMC (nickel-manganese-cobalt oxides) and LFP (lithium iron phosphate) are common LIB
cathode chemistries for electric vehicle applications. Graphite is typically used as the battery anode material (BAM).
1
Despite their importance, current LIB technology
has limitations:
Our Technology
● Graphene or elastomer enhanced silicon and SiOx
Solidion is leading the development
of low-cost, high-performance silicon-rich (Si-rich) anode materials, pioneering multiple approaches to enhance the efficiency, scalability,
and sustainability of next-generation lithium-ion batteries. One of Solidion’s most transformative innovations is its elastomer
protection technology, which utilizes a flexible polymer to encapsulate silicon particles and protect the entire electrode. This design
effectively addresses the mechanical stresses caused by silicon expansion during charge-discharge cycles, significantly improving battery
longevity and stability. Unlike common silicon anode production methods that rely on silane gas and chemical vapor deposition (CVD) processes,
Solidion’s approach is silane-free and CVD-free, utilizing low-cost metallurgical-grade or reclaimed silicon as a feedstock. This
cost-effective and environmentally friendly method makes silicon anode technology more viable for mass adoption of suitable applications.
Solidion has also pioneered a method to produce high-capacity silicon
anodes via CVD but without the use of toxic and explosive silane gas, thereby enhancing both the safety and sustainability of battery
manufacturing. This breakthrough is part of Solidion’s extensive intellectual property portfolio, which encompasses over 525 active patents.
By eliminating the need for silane gas in silicon anode production, the overall cost is expected to decrease, making the product more
competitive, market-friendly, and potentially preventing the painful silane supply chain issue. These advancements are set to benefit
a wide range of applications, including energy storage systems and electric vehicles across land, air, and sea. Beyond silicon anode innovation,
Solidion is also advancing its graphene technology platform to enhance the electrical conductivity of Si-based anode materials. Integrating
graphene into Si/C composite anodes has demonstrated a 17% increase in electrical conductivity, addressing the common challenge of poor
power capability in Si/C or SiOx anode materials. This enhancement is achieved with minimal additional cost, making it a practical and
scalable solution for improving battery performance.
● Biochar-based anode to reduce CO2 emissions
Solidion
is pioneering the introduction of biochar-derived anode materials to the battery industry, offering a sustainable solution to reduce
CO2 emissions while enhancing the battery industry value chain. Unlike conventional graphite anodes, which rely on petroleum coke
and contribute significantly to carbon emissions, biochar provides an eco-friendly alternative. By utilizing biochar as a feedstock,
atmospheric CO2 can be partially offset, establishing a closed-loop carbon cycle. Additionally, CO2 emissions per unit weight
of product are projected to be 30% lower compared to petroleum-derived graphite. Solidion has successfully demonstrated a 200 mAh battery
cell incorporating an NMC cathode and biochar-derived anode materials, achieving approximately 1,000 cycles at a 0.3C charge/discharge
rate. While further optimization is required to enhance electrochemical performance and scalability, biochar-based anodes represent a
low-carbon solution for next-generation lithium-ion batteries, accelerating the transition toward more sustainable energy storage technologies.
2
Solidion
has developed a range of fire-retardant, quasi-solid, and hybrid solid electrolytes designed for scalability and compatibility with existing
lithium-ion battery manufacturing processes and facilities. Our solvent-in-salt and solvent-in-polymer electrolytes address the common
limitations of conventional fire-retardant formulations, such as high viscosity, poor wettability, and low ionic conductivity, which
can hinder electrode infiltration, increase internal resistance, and reduce power capability. Compatibility issues with electrodes and
separators, along with narrow electrochemical stability windows, have traditionally limited the adoption of fire-retardant electrolytes
in high-voltage lithium-ion batteries.
Solidion’s FireShieldTM electrolytes
overcome these challenges with a process-friendly formulation that enables manufacturers to integrate solid-state or quasi-solid electrolyte-based
lithium batteries without requiring significant changes to existing production lines. Unlike conventional fire-retardant electrolytes,
which typically have a viscosity exceeding 47 mPa●s, Solidion’s formulations achieve approximately 3.7 mPa●s, an order
of magnitude lower, ensuring efficient electrode wetting. Additionally, while traditional fire-retardant electrolytes exhibit ionic conductivity
as low as 0.63 mS/cm, Solidion’s electrolytes demonstrate 1.74–1.98 mS/cm, significantly enhancing charge transport and overall
battery performance.
These electrolytes have been successfully
tested in 100 mAh pouch cells utilizing NMC811 cathodes and SiOx/graphite anodes, delivering 800–900 cycles, proving their compatibility
and long-term stability. Additionally, Solidion has developed small prototype cells with quasi-solid electrolytes, derived from our fire-retardant
formulations. These prototype cells demonstrate rate capabilities comparable to conventional carbonate-based electrolytes, while offering
superior safety performance, significantly reducing thermal runaway risks.
Solidion’s next-generation battery
technology is poised to deliver higher capacity, longer cycle life, enhanced safety, and fast-charging capability—all while minimizing
costs. With graphene- and elastomer-protected lithium-metal anodes, Solidion is driving the transition toward a quasi-solid and solid-state
battery industry, solidifying its leadership in safer, more efficient, and scalable energy storage solutions.
Our Competitive Strengths
Differentiated Battery Technology
Solidion stands apart in next-generation battery technology by offering silicon anodes, biochar-based anodes, and innovative electrolytes
that deliver higher energy density, lower costs, and greater sustainability than conventional solutions. Unlike most silicon anode manufacturers
that rely on silane gas and chemical vapor deposition (CVD), Solidion has developed silane-free, CVD-free production methods using low-cost
metallurgical-grade or reclaimed silicon, reducing both manufacturing costs and supply chain dependency. Our elastomer protection technology
is a breakthrough in mitigating negative effects resulted from silicon expansion—a challenge that has hindered widespread adoption
of silicon anodes. Solidion has also pioneered a silane-free CVD process to produce Si/C at a lower cost per our projection. Additionally,
our graphene-enhanced Si-based anodes provide a 17% increase in electrical conductivity, a key differentiator that improves power output
with minimal cost, addressing a common limitation in Si/C and SiOx composite anodes used by other manufacturers.
Beyond silicon anodes, Solidion is among the few
companies pioneering biochar-derived anodes, providing a 30% lower CO2 footprint compared to petroleum-based graphite, aligning
with the industry’s push for low-carbon battery materials. While competitors focus on graphite from fossil-fuel sources, Solidion’s
biochar-based approach establishes a closed-loop carbon cycle, reducing environmental impact while maintaining high electrochemical performance.
Our 200 mAh prototype cell, integrating biochar anodes and an NMC cathode, has achieved 1,000 cycles at 0.3C, demonstrating its viability
as a scalable, sustainable alternative to conventional anodes.
In battery safety and manufacturability, Solidion
differentiates itself with its FireShieldTM electrolyte technology, including solvent-in-salt and solvent-in-polymer electrolytes,
designed for seamless integration into existing lithium-ion battery manufacturing lines. While many competitors require entirely new processes
and equipment for solid-state battery production, Solidion’s electrolytes enable a cost-effective transition to quasi-solid and
solid-state batteries without major infrastructure changes. Additionally, our graphene- and elastomer-protected lithium-metal anode technology
is a key enabler for the widespread commercialization of lithium-metal batteries, offering both higher energy density and improved cycle
life. By integrating breakthrough materials with scalable, production-friendly solutions, Solidion is setting a new industry standard,
driving the battery sector toward safer, longer-lasting, and more environmentally responsible energy storage technologies.
Strong intellectual property and expertise
in silicon, graphite, and safe electrolyte domains Solidion Technology boasts a robust IP portfolio of over 525 active
patents, crucial for next-generation EV batteries. As a pioneer in disruptive battery innovations, including graphene-enabled, polymer-protected,
and solid-state technologies, Solidion holds over 100 key U.S. patents for enhanced silicon materials, 35+ for fire-resistant electrolytes,
and 70+ for advanced solid-state and lithium metal batteries. This IP enables cutting-edge solutions like high-performance silicon anodes,
cobalt-free cathodes, and protected lithium metal anodes.
Solidion Technology has a robust and expansive intellectual property
(IP) portfolio, comprising over 525 active and high-value patents, many of which are central to the next generation of electric vehicle
(EV) battery technologies. The Company is a pioneer in disruptive battery innovations, including graphene-enabled batteries, elastic polymer-protected
batteries, quasi-solid and solid-state electrolytes, as well as advanced hybrid electrolytes. Solidion’s portfolio includes over 100 key
U.S. patents related to graphene- and polymer-enhanced silicon-based materials, more than 35 patents for fire-resistant electrolytes,
and over 70 patents focused on next-generation solid-state and lithium metal battery technologies. This vast IP foundation provides the
EV industry with cutting-edge solutions, such as silicon-rich anodes with superior performance-to-cost ratios, cobalt-free sulfur cathodes,
process-friendly solid-state electrolytes, and protected lithium metal anodes. Additionally, Solidion’s innovations extend to advanced
current collectors that enhance battery cycle life and performance under extreme conditions. With patent expirations ranging from 2028
to 2040, Solidion’s IP offers a long-term competitive advantage, with most of the patents owned outright by the Company, ensuring strategic
flexibility and ongoing leadership in the battery technology sector.
3
Strategic Partnerships In November
2024, Solidion entered into strategic partnership with Taiwan-based Giga Solar Materials Corp. and Bluestar Materials Company, marking
a significant step toward the advancement of SiOx anode materials production in the United States. This collaboration aims to develop
high-quality SiOx anode solutions for lithium-ion batteries. With Bluestar’s design expertise, Giga Solar’s manufacturing
experience, and Solidion’s cutting-edge technologies, the partnership is set to strengthen North America’s lithium battery materials
supply chain, meeting the increasing demand for electric vehicle (EV) batteries and energy storage systems.
The alliance leverages Solidion’s expansive
patent portfolio and R&D capabilities to optimize SiOx anode production, which offers a fivefold increase in specific capacity over
traditional graphite. This innovation is key to enhancing battery energy density, thus improving EV range and durability. Solidion and
Giga Solar, with a combined 100 Metric Tons per Annum (MTA) capacity in Taiwan, are exploring U.S.-based manufacturing opportunities to
further their market share in the rapidly expanding EV and energy storage sectors.
Our Products
Anode Materials Our product portfolio includes graphite-based
anode materials, distinguished by our commitment to utilizing raw materials from sustainable sources. As part of our efforts to contribute
to the goal of net-zero greenhouse gas emissions by 2050, we are scrutinizing our entire supply chain to identify opportunities for reducing
environmental impacts. Graphite, a critical component in rechargeable batteries due to its longevity and cost-efficiency, is traditionally
derived from petroleum coke and pitch. Solidion’s innovative approach introduces biochar produced from waste biomass as an alternative
feedstock. This sustainable process not only sequesters carbon but may also result in carbon-negative production. By leveraging biochar,
Solidion aims to produce anode-grade graphite with exceptional performance. By the end of 2024, Solidion’s anode materials containing
biochar-derived materials have achieved a capacity of over 340 mAh/g and comparable cycle life to conventional graphite anodes, marking
a significant step towards more environmentally responsible battery manufacturing. Solidion has also developed a series of silicon and
SiOx anode materials that enable 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”) when production in scale occurs.
The specific capacity of these products range from 1,300 to 2,800 mAh/g aiming to suit different applications including EV, energy storage
stations, drones, and consumer electronics.
Battery Cells To rigorously validate the performance
of its innovative anode materials, Solidion is actively engaged in the development and testing of a diverse portfolio of battery cells.
By the close of 2024, Solidion, in collaboration with strategic partners, has successfully constructed and evaluated over three distinct
types of cylindrical cells, each featuring either our advanced silicon (Si) or graphite-based anodes. These cells showcase a wide range
of capabilities, with capacities spanning from 4.6 to an impressive 5.5Ah.
Notably, our high-energy 5.5Ah 21700 cylindrical cell represents a
significant leap forward in battery technology. This cell not only achieves an exceptional energy density of 305 Wh/kg, surpassing the
typical 240-260 Wh/kg offered by established Asian manufacturers in the same high-energy category, but also delivers superior power performance.
It boasts a continuous charging and discharging capability exceeding 2C, a substantial improvement over the performance less than 1C typically
seen in competitor products. This combination of high energy density and robust power handling makes our 5.5Ah cell ideally suited for
applications demanding both sustained energy delivery and moderate to high power output, such as advanced electric vehicles and high-performance
portable electronics.
Furthermore, Solidion is actively developing cell variants tailored
for applications requiring even higher power capabilities. These cells have already demonstrated impressive fast-charging capabilities,
exceeding 3C, enabling rapid replenishment of energy and minimizing downtime. This focus on high-power cells underscores our commitment
to addressing the diverse needs of the evolving energy storage market.
Beyond anode advancements, Solidion is also pioneering the development
of next-generation electrolytes. As previously mentioned, we have successfully formulated fire-retardant and quasi-solid electrolytes,
demonstrating their performance through the construction of small prototype cells. These electrolytes represent a significant step towards
enhancing battery safety, a critical consideration in today’s demanding applications. Looking ahead, Solidion intends to scale up production
of these electrolyte-based cells, manufacturing larger format cells in common practical sizes. This initiative will not only validate
the performance of our advanced electrolytes in real-world scenarios but also pave the way for the development of safer and more reliable
energy storage solutions. By integrating our innovative anode materials with these advanced electrolytes, Solidion is poised to deliver
a new generation of high-performance, safe, and sustainable batteries. The development of larger cells with advanced electrolytes is scheduled
to conclude in 2025.
4
Our Growth Strategy
Battery Development for Customers Solidion’s core strategy
revolves around the meticulous design and rigorous testing of advanced battery cells, tailored to meet the specific needs of our customers
and the broader market. We are dedicated to developing a diverse array of cell types, encompassing both cylindrical and pouch formats,
with varying dimensions to accommodate a wide range of applications. Our approach is deeply rooted in materials innovation, leveraging
our proprietary silicon and graphite-based anodes, alongside our fire-retardant and quasi-solid electrolytes. This allows us to precisely
engineer cell performance characteristics, focusing on achieving optimal energy density, power output, and safety. Each cell design undergoes
exhaustive testing protocols, including cycle life analysis, rate capability assessments, and safety evaluations, to ensure it meets the
highest standards of performance and reliability. We are committed to pushing the boundaries of battery technology, exploring novel electrode
configurations and electrolyte formulations to unlock new levels of performance. Through close collaboration with our customers, we meticulously
refine our designs, incorporating feedback and tailoring solutions to address unique application requirements. Whether a client seeks
a high-energy cell for an extended runtime, a high-power cell for rapid discharge, or a cell with enhanced safety features, Solidion’s
dedicated team of engineers and scientists is focused on delivering innovative and reliable battery solutions.
Leverage existing global toll manufacturing capacity to produce
batteries Solidion’s growth strategy is strategically designed to capitalize on existing global toll manufacturing capabilities,
enabling us to efficiently and cost-effectively meet the burgeoning demand for our advanced battery cells. Recognizing the critical need
to provide customers with sample cells in larger, application-relevant formats, we are leveraging partnerships with established manufacturing
facilities worldwide, including those within the United States. While Solidion’s current infrastructure for cell fabrication focuses on
research and development, these collaborative relationships allow us to rapidly scale production and deliver customized cell prototypes
without significant capital expenditure. By partnering with experienced toll manufacturers, we gain access to established production lines,
quality control systems, and logistical expertise, ensuring consistent product quality and timely delivery. This approach not only facilitates
the efficient production of sample cells for customer evaluation but also provides a robust pathway for Solidion to explore and penetrate
the broader battery cell market. As we receive customer orders, we will continue to collaborate with our global network of toll manufacturing
partners, ensuring seamless and scalable production. This strategic approach allows us to embrace the inherent low-cost advantages of
toll manufacturing at mass-production scales, optimizing our operational efficiency and enabling us to offer competitive pricing. Furthermore,
this model allows Solidion to remain agile, adapting quickly to market fluctuations and customer demands without the constraints of owning
and operating large-scale manufacturing facilities. By fostering strong relationships with our toll manufacturing partners, we are building
a resilient and adaptable supply chain, positioning Solidion for sustained growth and success in the rapidly evolving battery industry.
Partnership Development and Expansion Solidion remains committed
to strengthening its strategic partnerships with Giga Solar and Bluestar to advance the development and commercialization of SiOx anode
materials and innovative production processes. By leveraging the combined expertise and resources of these partnerships, Solidion aims
to optimize manufacturing efficiency and accelerate market adoption. Additionally, the Company intends to collaborate closely with EV
OEMs and toll-manufacturing partners to develop and scale the production of advanced battery materials and cells. The long-term objective
is to integrate these next-generation energy storage solutions into EVs, drones, and other high-performance applications, supporting
the broader transition to sustainable transportation and energy systems.
5
Advancing Battery Technologies Solidion is dedicated
to advancing battery technologies to maintain its leadership in the dynamic energy storage sector. We understand that significant progress
demands a comprehensive strategy, encompassing both material and cell-level innovations. Our persistent research efforts concentrate on
refining and optimizing essential components, including anodes, cathodes, and electrolytes, to create integrated systems that achieve
exceptional performance. We strive to seamlessly incorporate these advancements into battery cells designed to meet the diverse and evolving
needs of our customers across various applications. Utilizing our extensive expertise, Solidion is committed to developing future products
that not only feature cutting-edge technology but also emphasize manufacturability, ensuring efficient scalability and cost-effectiveness.
To reinforce our position as a technological pioneer, we sustain a substantial investment in research and development, focusing on pivotal
areas such as cell chemistry and architecture, next-generation battery materials, and advanced manufacturing techniques. This continuous
investment enables us to expand and strengthen our intellectual property portfolio, securing our ability to deliver transformative battery
solutions that address the energy storage demands of the future.
Expanding our end markets and applications Solidion’s
strategy for growth includes a deliberate expansion of our end markets and applications. While our core focus remains on strengthening
our battery material production capabilities, we recognize the significant opportunity presented by the cell business. By leveraging
our established partnerships with global toll manufacturers, we plan to integrate our advanced material products and technologies into
a diverse range of battery cells, tailored to meet the specific requirements of various end users. This strategic move allows us to extend
our reach beyond material supply and directly address the needs of growing markets. Our target applications include, but are not limited
to, EV vehicles, where foreign manufacturers are seeking U.S. partnerships to mitigate potential tariffs, production of silicon-based
alloys, where domestic sourcing requirements demand U.S. entity control, consumer electronics, where demand for high-performance, compact
batteries is increasing, residential energy storage systems, which require reliable and long-lasting solutions, and the rapidly expanding
drone market, where lightweight, high-energy-density cells are crucial. By diversifying our offerings and entering these dynamic sectors,
Solidion aims to solidify its position as a comprehensive provider of innovative energy storage solutions.
Our Research and Development
Solidion is continuously advancing energy storage technologies, refining
innovations for commercial applications while expanding research and development initiatives. Our focus is on enhancing key performance
characteristics and broadening the applications of our battery technologies, including anode materials, electrolytes, and next-generation
energy storage solutions beyond lithium-ion. Our ongoing R&D efforts include:
Advancing Material Structures and Manufacturing Processes:
We are refining biochar-based, silicon-based, and SiOx-based anode materials by optimizing their structure and composition. Efforts include
surface modifications, such as graphene and elastomer coatings, and production process enhancements. A key focus is the development of
a silane-free production process for Si/C materials, which has the potential to significantly reduce manufacturing costs.
Enhancing Battery Life: We are working on a range of
electrolyte additives and binders designed to improve the cycle life of silicon-based battery cells while maintaining critical performance
characteristics, such as energy density.
Increasing Energy Density and Power Capability: We are
actively exploring alternative cell designs and cathode materials to enhance energy storage capacity and power output.
Developing Larger Cell Form Factors: Currently, we produce
5Ah 21700 cylindrical cells and pouch cells up to approximately 1Ah. As we expand our customer base, we are developing larger-format batteries
to support broader energy storage applications, including electric vehicles, drones, and consumer electronics. We also are working on
building larger cells that incorporate our fire-retardant and quasi-solid electrolytes to provide safer battery cells to the market.
6
Supply
Solidion plans to become a supplier of 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.
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 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.
Intellectual Property
Solidion has a portfolio of over 525 high-value
active 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.
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 companies globally, such as Sila Nanotechnologies Inc., Group 14 Technologies, Inc., Enovix Corporation,
Enevate Corporation, Nexeon Ltd., Storedot Ltd., BTR New Energy Material Ltd., Shanshan Corporation, and Berzelius. Some 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.
We also compete with graphite anode materials
companies globally, such as BTR New Energy Material Ltd., Shanshan Corporation, Kaijin New Energy Technology Co. Ltd., Zichen New Materials
Technology Co., Ltd., XFH Technology Co., Ltd., Zhongke Shinzoom Technology Co., Ltd., POSCO Future M Co., Ltd., Resonac Holdings Corporation,
Mitsubishi Chemical Corporation, Sinuo Industrial Development Co., NOVONIX Limited, Anovion Technologies, etc. While the competitors produce
synthetic graphite by using petroleum coke as a raw material, Solidion’s products contain biochar-derived anode materials which
offset CO2 from the atmosphere and reduce the overall CO2 emissions considering raw materials.
Additionally, Solidion may be perceived to compete with certain other
solid-state or lithium metal battery companies, such as QuantumScape, Solid Power and SES. However, we view these companies as potential
strategic partners, not competitors. For instance, Solidion has complementary IP 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. 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.
As Solidion plans to extend its business to battery cells, Solidion competes with leading tier-one battery manufacturers, including Amperex
Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), LG Chem Ltd., Murata Manufacturing Co., Ltd., Panasonic
Industry Co., Ltd., and Samsung SDI Co., Ltd. These companies possess significant financial resources, well-established supply chains,
and strong relationships with automotive and electronics manufacturers.
7
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 December 31, 2024, we employed 28 full time employees.
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.
For more information, please visit www.solidiontech.com
or contact Investor Relations.
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:
8
These
standards and regulations cover various aspects of battery safety, including electrical safety, mechanical safety, thermal safety, and
environmental safety. They are developed by organizations such as the Society of Automotive Engineers (also known as SAE), Underwriters
Laboratories (“UL”), and regulatory bodies such as NHTSA to ensure that batteries used in EVs meet specific safety requirements
before being installed in a vehicle. There are significant similarities among these standards; different EV makers require the battery
suppliers to follow different standards. We will work with UL and select EV makers to determine the required tests and to obtain the
necessary safety certifications.
The
United States Advanced Battery Consortium (also known as USABC) provides the Battery Abuse Testing Manual for Electric and Hybrid Vehicle
Applications, which defines abuse tests for rechargeable energy storage systems (“RESSs”) used in electric vehicle applications.
These tests evaluate the response of RESS technologies to conditions or events that are outside of normal use. The manual recommends
tests such as controlled crush, penetration, thermal ramp, overcharge, and external short circuit tests across the cell, module, and
pack levels (except for thermal ramp testing at the pack level due to practical limitations). We plan to conduct internal safety tests
at the cell levels, including nail penetration, overcharging, and over-discharging at elevated temperatures, during the final research
and development and prototyping stages. For the remaining safety tests at the cell level, we will rely on third parties, such as UL,
for safety certification purposes. We will also collaborate with EV manufacturers to perform safety tests at the module and pack levels.
The
timeline for conducting safety tests on batteries for EVs will vary depending on factors such as the battery type, required testing standards,
and the availability of testing facilities. Typically, it takes several weeks to months to complete all the necessary safety tests at
each level. Additionally, if any issues or failures are identified during the testing process, additional time may be required to address
these issues and retest the battery.
For more information, see “Risk Factors — Risks Related
to Legal and Regulatory Compliance” discussing regulations and regulatory risks related to product liability, tax, employment, export
controls, trade, data collection, privacy, environmental, health and safety, anti-corruption and anti-bribery compliance.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.
ITEM 1A.
RISK FACTORS
Investing