United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1218, 2026

SOLIDION TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41323		87-1993879
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~13344~~13355 Noel Road, Suite 1100

Dallas, TX 75240

(Address of principal executive offices, including zip code)

(972) 918-5120

Registrant’s telephone number, including area code:

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STI		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 24.02. ~~Results~~Non-reliance ofon ~~Operations~~Previously ~~and~~Issued Financial ~~Condition~~Statements or a Related Audit Report or Completed Interim Review.

On ~~February~~March 1218, 2026, the Chief Financial Officer of Solidion Technology, Inc. (the “Company”), ~~filed~~after aconsultation ~~Registration~~with ~~Statement~~the onCompany’s ~~Form~~Audit ~~S-1~~Committee, (concluded that the ~~“S-1”),~~Company’s previously ~~relating~~issued toaudited afinancial ~~public~~statements ~~offering~~as (of and for the ~~“Offering”)~~year ~~of up~~ended toDecember 231,~~000,000~~ ~~shares~~2024 ofand ~~the~~related ~~the~~audit ~~Company’s~~report ~~common~~as ~~stock and,~~well inas ~~lieu~~the ofinterim ~~shares,~~periods ~~pre-funded~~within ~~warrants~~that toyear ~~purchase~~(the up“Affected Financial ~~to 2~~Information”),~~000,000~~ ~~shares~~included ofin the Company’s ~~common~~Annual ~~stock.~~Report ~~The~~on SForm 10-1K ~~contains~~for ~~select~~such period, should no longer be relied ~~preliminary~~upon. ~~unaudited~~Similarly, ~~estimated~~any ~~financial~~prior ~~results~~earnings ~~for~~releases ~~the~~and ~~fiscal~~investor ~~year~~communications ~~ended~~that ~~December~~included ~~31,~~or ~~2025,~~discussed asthe ~~set~~Affected ~~forth~~Financial ~~below~~Information should no longer be relied upon.

~~The~~Subsequent ~~Company~~to isthe ~~providing~~issuance ~~ranges for~~of ~~these~~the ~~preliminary~~Affected ~~results~~Financial ~~because~~Information, ~~its~~the Company ~~financial~~identified ~~closing~~an ~~procedures~~error ~~for~~related to the ~~year~~accounting ~~ended~~for ~~December~~exercises ~~31,~~of ~~2025~~the ~~are~~Company’s ~~not~~Series ~~yet~~A ~~complete.~~and ~~These estimates~~Series ~~are~~B ~~based~~warrants, which relates solely onto ~~information~~non-cash ~~available~~derivative toaccounting ~~management~~adjustments asand ofdoes not affect the ~~date~~Company’s ofliquidity, ~~this~~cash ~~Current~~balances, ~~Report~~or ontotal ~~Form~~stockholders’ equity. ~~8-K~~Specifically, ~~and~~the ~~remain~~Company ~~subject to~~determined ~~change~~that aseven ~~the~~though ~~Company~~it ~~completes~~appropriately ~~its~~remeasured ~~normal~~the ~~year-end~~Series ~~accounting~~A and ~~audit~~Series ~~processes.~~B ~~Accordingly~~warrants at each reporting date, the ~~preliminary~~fair ~~financial~~value ~~information should~~of the warrants was not beremeasured ~~viewed~~immediately asprior ~~final~~to orcertain aswarrant aexercise ~~substitute~~events ~~for~~and the ~~Company’s~~related ~~audited~~settlement of ~~financial~~those ~~statements~~liabilities in equity during fiscal year 2024.

~~The~~As ~~preliminary~~a ~~financial information~~result, ~~included~~the ~~herein~~Company ~~has~~understated ~~been~~the ~~prepared by~~non-cash, ~~and~~non-operating isloss ~~the~~related ~~responsibility~~to change in fair value of, derivative liabilities for the three ~~Company’s~~months ~~management.~~ended ~~The~~June ~~Company’s~~30, ~~independent registered~~2024 ~~public~~and ~~accounting~~September ~~firm~~30, ~~CBIZ~~2024 ~~CPAs~~by Papproximately $0.C.1 ~~(“CBIZ”),~~million ~~has~~and ~~not~~$2.3 ~~audited~~million, ~~reviewed~~respectively, ~~compiled~~and for the year ended December 31, or2024 ~~performed~~by ~~any~~approximately ~~procedures~~ $5.7 million, with ~~respect~~a tocorresponding ~~such~~understatement ~~information~~of additional paid-in capital within stockholders’ equity. ~~Accordingly~~In addition, ~~CBIZ~~the ~~does~~Company ~~not~~is ~~express~~continuing anto ~~opinion~~evaluate orthe ~~any~~accounting ~~form~~treatment of ~~assurance~~its ~~regarding~~other ~~these~~financial ~~preliminary~~instruments ~~estimates~~to confirm the appropriateness of the related accounting conclusions.

~~Preliminary~~The ~~Estimated~~Company ~~Results~~will offile ~~Operations~~a comprehensive Annual Report on Form 10-K for the year ended December 31, 2025 containing restated financial statements related to the Affected Financial Information as soon as reasonably practicable.

The ~~following~~Company’s ~~table~~management ~~sets~~and ~~forth~~the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with CBIZ CPAs P.C., the Company’s ~~preliminary~~independent ~~estimated~~registered ~~results~~public ofaccounting ~~operations:~~firm, as well as with Deloitte & Touche LLP, the Company’s auditor for the fiscal year ended December 31, 2024.

	Year Ended December 31, 2025						Year Ended December 31, 2024
	Low (estimated)			High (estimated)			Actual
Net sales	$	—		$	13,350		$	—
Net loss		(30,000,000	)		(38,000,000	)		(25,929,003	)

Item 5.08 Shareholder Direct Nominations.

~~The~~To ~~Company expects net sales for~~ the ~~year~~extent ~~ended December 31~~applicable, ~~2025~~Item to8.01 ~~remain~~of atthis ~~zero~~Current orReport ~~increase~~on ~~modestly by up to $13,350 as compared to the year ended December 31,~~Form ~~2024,~~8-K ~~primarily~~is ~~due~~incorporated toby ~~the~~reference ~~fact~~into ~~that~~this ~~the~~Item ~~Company is an early-stage company~~5.08.

~~The~~Item ~~Company expects that its net loss for the year ended December 31, 2025 will increase between $4~~8.101 ~~million~~Other ~~and $12~~Events.1 million as compared to the net loss reported for the year ended December 31, 2024, primarily due to non-cash losses due to a change in the fair value of derivative liabilities related to the Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC, and the Series A, Series B, Series C, and Series D warrants issued in connection with the March and August 2024 Private Placement financings.

~~Preliminary~~The ~~Estimated~~board ~~Financial~~of ~~Condition~~directors of the Company has scheduled its first annual meeting of stockholders following the effectiveness of the Company’s Amended and Restated Certificate of Incorporation for June 11, 2026 (the “Annual Meeting”). The record date, time and location of the 2026 Annual Meeting will be as set forth in the Company’s proxy statement for the Annual Meeting.

The ~~following~~Company ~~table~~has ~~sets~~set ~~forth~~a deadline of April 3, 2026 for the receipt of any stockholder proposals for inclusion in the proxy materials to be distributed in connection with the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which the Company believes to be a reasonable time before it expects to begin to print and distribute its proxy materials for the Annual Meeting. Any Exchange Act Rule 14a-8 proposal received after this date will be considered untimely. Stockholders should send any such proposal to the Company’s Chief Financial Officer at c/o Solidion Technology, Inc., 13355 Noel Road, Suite 1100, Dallas, ~~preliminary~~TX ~~estimated~~75240, ~~financial~~and ~~condition:~~such proposal must comply with all applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Exchange Act Rule 14a-8, and the Amended and Restated Bylaws in order to be eligible for inclusion in the Company’s proxy materials for the Annual Meeting.

	As of December 31, 2025				As of December 31, 2024
	Low (estimated)		High (estimated)		Actual
Cash and cash equivalents	$	200,000	$	250,000	$	3,353,732
Total debt, including current portion		2,900,000		2,950,000		1,917,962

To comply with the universal proxy rules pursuant to Rule 14a-19 under the Exchange Act, stockholders who intend to solicit proxies in support of a director nominee other than the Company’s nominee must additionally provide notice to the Company setting forth the information required by Rule 14a-19(b) under the Exchange Act, and such notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than April 3, 2026.

~~The~~Pursuant ~~Company~~to ~~expects~~the ~~cash~~Amended and Restated Bylaws, ~~cash~~any ~~equivalents~~stockholder asseeking to raise a proposal outside the processes of ~~December~~Exchange ~~31,~~Act ~~2025~~Rule to14a-8 ~~decrease~~or ~~compared~~make toa ~~December~~nomination 31for consideration at the Annual Meeting, ~~2024~~but not included in the proxy materials for the Annual Meeting, ~~primarily~~must ~~due~~comply towith ~~increased~~the ~~spending~~requirements onof ~~research~~the Amended and ~~development~~ Restated Bylaws, including ~~personnel~~by ~~costs,~~delivering ~~third-party~~notice ~~validation~~of ~~testing~~their proposal or nomination to the Company’s Chief Financial Officer at c/o Solidion Technology, ~~and~~Inc., ~~prototype~~13355 ~~and~~Noel ~~process~~Road, ~~scale-up~~Suite ~~activities~~1100, asDallas, ~~well~~TX as75240, ~~increased~~no later than 5:00 p.m., Eastern time, on ~~business~~April ~~development~~3, ~~and~~2026. ~~general~~Any proposal or nomination received after such date will be considered untimely and ~~administrative~~will ~~costs~~not be considered at the Annual Meeting.

~~Total debt (including the current portion) is expected to increase, primarily due to the execution of an unsecured promissory note with Great Point Capital, LLC on October 29, 2025.~~SIGNATURES

~~Forward-Looking~~Pursuant ~~Statements~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The preliminary estimates included in this Current Report contain forward-looking statements and are subject to risks and uncertainties. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties. Actual results remain subject to completion of management’s final review, year-end closing procedures, and audit processes, and may differ materially from the estimates provided. These preliminary estimates are not a comprehensive statement of the Company’s results of operations or financial condition for the periods presented and should not be relied upon as such. The Company’s audited financial statements for the year ended December 31, 2025 will be filed with the SEC upon completion of the Company’s year-end audit and reporting processes.

Dated: March 24, 2026

	SOLIDION TECHNOLOGY, INC.

	By:	/s/ Jaymes Winters
	Name:	Jaymes Winters
	Title:	Chief Executive Officer

~~The information in this Item~~ 2.02 is being furnished, not filed, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 12, 2026
SOLIDION TECHNOLOGY, INC.
By:	/s/ Jaymes Winters
Name:	Jaymes Winters
Title:	Chief Executive Officer

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