sti-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

SOLIDION TECHNOLOGY, Inc.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

SOLIDION TECHNOLOGY, INC.

1900 N. Pearl Street

Dallas, TX 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 18, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Solidion Technology, Inc. (the “Company,” “we,” “us” or “our”) to be held solely virtually, via live webcast at www.virtualshareholdermeeting.com/STI2026 originating from Dallas, Texas, on November 18, 2026, at 11:00 a.m. Central Time. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 11:00 a.m. Central Time, on November 18, 2026, to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

(1)

To elect three Class I director nominees—Jaymes Winters, Karin-Joyce (KJ) Tjon, and Mark Schwartz—to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

(2)

To ratify the selection by the Audit Committee of the Board of Directors of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

(3)

To approve an amendment to the Solidion Technology, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”) to increase the number of shares of Common Stock authorized for issuance under the plan by 975,000 shares (the “Equity Incentive Plan Proposal”).

(4)

To approve the redomestication of the Company from Delaware to Texas by a Plan of Conversion (the “Plan of Conversion”) attached as Appendix C to this proxy statement (the “Conversion Proposal”).

	(5)	To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

The record date for the Annual Meeting will be September 28, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on November 18, 2026, at 11:00 a.m. Central Time.

The proxy statement and our Annual Report on Form 10-K are available at www.proxyvote.com.

By Order of the Board of Directors

Vlad Prantsevich

Chief Financial Officer

Dallas, Texas

October 6, 2026

The proxy materials are being made available on or about October 6, 2026.

You are cordially invited to attend the Annual Meeting online. Your vote is important.

Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		7
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		13
PRINCIPAL ACCOUNTANT FEES AND SERVICES		14
PRE-APPROVAL POLICIES AND PROCEDURES		14
PROPOSAL NO. 3 - AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN		15
PROPOSAL NO. 4 - REDOMESTICATION BY PLAN OF CONVERSION		20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		28
EXECUTIVE AND DIRECTOR COMPENSATION		29
DELINQUENT SECTION 16(A) REPORTS		33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		33
HOUSEHOLDING OF PROXY MATERIALS		35
OTHER MATTERS		35
APPENDIX A AMENDMENT NO. 1 TO SOLIDION TECHNOLOGY, INC. 2023 EQUITY INCENTIVE PLAN		A-1
APPENDIX B 2023 EQUITY INCENTIVE PLAN		B-1
APPENDIX C PLAN OF CONVERSION		C-1
APPENDIX D CERTIFICATE OF FORMATION		D-1
APPENDIX E BYLAWS		E-1

SOLIDION TECHNOLOGY, INC.

1900 N. Pearl Street

Dallas, Texas 75201

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 18, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What is Solidion Technology, Inc.?

Solidion Technology, Inc. (“Solidion”) 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 345 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.

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.

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”), which was formerly the energy solutions division of Global Graphene Group, Inc. (“G3”), 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.

Why did I receive a notice regarding the availability of proxy materials on the internet instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because our board of directors (the “Board”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof, to be held on November 18, 2026, at 11:00 a.m. Central Time. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

The Notice will provide instructions as to how a stockholder of record may access and review the proxy materials on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent by mail or email to the stockholder of record. The Notice will also provide voting instructions. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of Annual Meeting, proxy statement and annual report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

We intend to mail the Notice on or about October 6, 2026 to all stockholders of record, who are entitled to vote at the Annual Meeting. The proxy materials will be made available to stockholders on the internet on the same date.

Will I receive any other proxy materials by mail?

No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please go to www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com (if sending an email, please include your Control Number, as defined below, in the subject line). Please have your proxy card in hand when you access the website or call and follow the instructions provided.

When is the record date for the Annual Meeting?

The record date for the Annual Meeting will be September 28, 2026 (the “Record Date”).

Why is Solidion conducting a virtual Annual Meeting?

We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions in advance and to vote.

How do I attend, participate in, and ask questions during the Annual Meeting?

We will be hosting the Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/STI2026. The meeting will start at 11:00 a.m. Central Time on November 18, 2026. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

In order to enter the Annual Meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record (the “Control Number”) of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of Common Stock in a “street name.” Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/STI2026. We recommend that you log in a few minutes before 11:00 a.m. Central Time to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting.

If you would like to submit a question during the Annual Meeting, you may log in to www.virtualshareholdermeeting.com/STI2026 using your Control Number, type your question into the “Ask a Question” field, and click “Submit.”

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

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You may submit questions and comments electronically through the meeting portal during the Annual Meeting.

●

Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments.

●

Please direct all questions to Jaymes Winters, our Chief Executive Officer and Chairman of the Board.

●

Please include your name and affiliation, if any, when submitting a question or comment.

●

Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

	●	Questions may be grouped by topic by our management, and substantially similar questions may be grouped and answered once.

	●	Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

●

Be respectful of your fellow stockholders and Annual Meeting participants.

●

No audio or video recordings of the Annual Meeting are permitted.

What if I have technical difficulties or trouble accessing the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/STI2026. Technical support will be available starting at 9:30 a.m. Central Time on November 18, 2026.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote online at the Annual Meeting. On the Record Date, there were shares of Common Stock outstanding and entitled to vote. Holders of our shares of Common Stock as of the Record Date are entitled to one vote for each share held on all matters to be voted on by stockholders at the Annual Meeting.

In addition, a list of stockholders of record will be available during the Annual Meeting for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting at www.virtualshareholdermeeting.com/STI2026.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held, not in your name, but rather in an account at a broker, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You should follow the instructions in the Notice or the voting instructions provided by your broker, bank or other agent in order to instruct your broker, bank or other agent on how to vote your shares.

What am I voting on?

There are four matters scheduled for a vote:

●

Proposal No. 1 - To elect three Class I director nominees—Jaymes Winters, Karin-Joyce (KJ) Tjon, and Mark Schwartz—to serve until the 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

●

Proposal No. 2 - To ratify the selection by the Audit Committee of the Board of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

	●	Proposal No. 3 - To approve an amendment to the Solidion Technology, Inc. 2023 Equity (the “Incentive Plan”) to increase the number of shares of Common Stock authorized for issuance under the plan by 975,000 shares (the “Equity Incentive Plan Proposal”);

	●	Proposal No. 4 - To approve the redomestication of the Company from Delaware to Texas by a Plan of Conversion (the “Plan of Conversion”) attached as Appendix C to this proxy statement (the “Conversion Proposal”).

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, a proxy will vote as recommended by the Board or, if no recommendation is given, will vote on those matters in accordance with his or her best judgment.

How do I vote?

You may either vote “For” the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the proposal to ratify the selection of CBIZ CPAs and the Equity Incentive Plan Proposal, you may vote “For” or “Against” or abstain from voting. For the Conversion Proposal, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote (1) online during the Annual Meeting or (2) in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

●

To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/STI2026, starting at 10:45 a.m., Central Time on November 18, 2026. (The webcast will open 15 minutes before the start of the Annual Meeting.)

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To vote in advance of the Annual Meeting through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the Control Number from the Notice or the printed proxy card. Your internet vote must be received by 10:59 p.m., Central Time on November 17, 2026, to be counted.

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To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903 toll-free using a touch-tone phone and follow the recorded instructions. You will be asked to provide the Control Number from the Notice or the printed proxy card. Your telephone vote must be received by 10:59 p.m., Central Time on November 17, 2026, to be counted.

●

To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, through the internet, by telephone or online at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker, bank or other agent will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. Brokers, banks and other agents can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker, bank or other agent may not vote your shares on Proposal No. 1, Proposal No. 3, or Proposal No. 4 without your instructions, but may vote your shares on Proposal No. 2 even in the absence of your instruction. We encourage you to provide voting instructions to your broker, bank or other agent. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your broker, bank or other agent about how to submit your proxy to them at the time you receive this proxy statement.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the nominees for director, “For” the ratification of the selection of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2026, “For” the approval of the amendment to the Solidion Technology, Inc. 2023 Equity Incentive Plan to increase the share reserve, “For” the approval of the Conversion Proposal. If any other matter is properly presented at the meeting, a proxyholder (one of the individuals named on your proxy card) (the “proxyholders”) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.

Can I revoke my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

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You may submit another properly completed proxy card with a later date.

	●	You may grant a subsequent proxy by telephone or through the internet.

	●	You may send a timely written notice that you are revoking your proxy to our Chief Financial Officer at Solidion Technology, Inc., 1900 N. Pearl Street, Suite 1750, Dallas, Texas 75201.

	●	You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

●

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, (a) for Proposal No. 1 to elect directors, votes “For,” “Withhold” and broker non-votes, (b) for Proposal No. 2 to ratify the selection of CBIZ CPAs, votes “For” and “Against,” as well as abstentions, (c) for Proposal No. 3 on the Equity Incentive Plan Proposal, votes “For” and “Against,” abstentions and broker non-votes and (d) for Proposal No. 4 on the Conversion proposal, votes “For” and “Against,” abstentions and broker non-votes.

Abstentions will have no effect on the outcome of Proposal No. 1 given that the standard for the election of directors is a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Abstentions will also have no effect on the outcome of Proposal No. 2 or Proposal No. 3 because these proposals require the affirmative vote of a majority of votes cast, and abstentions are not counted as votes cast. For Proposal No. 4, abstentions will have the same effect as votes against the proposal because Proposal No. 4 requires the affirmative vote of two-thirds of the outstanding shares entitled to vote thereon. Broker non-votes will have no effect on the outcome of Proposal No. 1 or Proposal No. 3. Because the Conversion Proposal (Proposal No. 4) requires the affirmative vote of two-thirds of the outstanding shares of stock of the Company entitled to vote thereon, broker non-votes will have the same effect as votes against Proposal No. 4. We do not expect broker non-votes to exist in connection with Proposal No. 2.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give voting instructions to his or her broker, bank or other agent holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Since Proposal No. 1, Proposal No. 3, and Proposal No. 4, are considered to be “non-routine,” we expect broker non-votes to exist in connection with Proposal No. 1, Proposal No. 3, and Proposal No. 4. Proposal No. 2 is considered to be “routine,” and therefore we do not expect broker non-votes to exist in connection with Proposal No. 2.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

How many votes are needed to approve each proposal?

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Proposal No. 1 - For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors will be elected. You may not vote your shares cumulatively for the election of directors. Broker non-votes and abstentions will not affect the outcome of the election of directors. Accordingly, only votes “For” will affect the outcome.

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Proposal No. 2 - To ratify the selection of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2026, the proposal must receive “For” votes from a majority of the votes cast by the stockholders present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of this proposal.

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Proposal No. 3 – To approve the Equity Incentive Plan Proposal, the proposal must receive “For” votes from a majority of the votes cast by the stockholders present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this proposal.

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Proposal No. 4 - For the Conversion Proposal, the proposal must receive “For” votes from the holders of two-thirds of the outstanding shares of stock of the Company entitled to vote thereon. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the meeting online or represented by proxy. On the Record Date, there were shares outstanding and entitled to vote. Thus, holders of at least shares must be present at the Annual Meeting by virtual attendance or represented by proxy at the meeting to have a quorum. The inspector(s) of election appointed for the Annual Meeting will determine whether or not a quorum is present.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of shares present at the meeting by virtual attendance or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to disclose preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to disclose the final voting results.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

Requirements for stockholder proposals to be brought before an annual meeting.

Our amended and restated bylaws (“Bylaws”) provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Secretary at Solidion Technology, Inc. (1900 N. Pearl Street, Suite 1750, Dallas, Texas 75201). To be timely for the 2027 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices between the close of business on July 21, 2027, and no later than the close of business on August 20, 2027. However, if the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the anniversary of the 2026 Annual Meeting of Stockholders, a stockholder’s notice must be received no earlier than the close of business on the 120th day prior to the 2027 Annual Meeting of Stockholders and no later than the later of the close of business 90th day prior to the 2027 Annual Meeting or the close of business on the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made. A stockholder’s notice to the Secretary must also set forth the information required by our Bylaws.

Requirements for stockholder proposals to be considered for inclusion in our proxy materials.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be presented at the 2027 Annual Meeting of Stockholders must be received by us not later than June 4, 2027 in order to be considered for inclusion in our proxy materials for that meeting. However, if the date of the 2027 Annual Meeting of Stockholders has been changed by more than 30 days from the date of the anniversary of the 2026 Annual Meeting of Stockholders, then the deadline is a reasonable time before we begin to print and send out proxy materials for the 2027 Annual Meeting of Stockholders.

In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. Notice must be provided between the close of business on July 21, 2027, and no later than the close of business on August 20, 2027.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors consists of seven (7) members, with Mr. Winters serving as Chairman. Our Bylaws provide for a classified Board of Directors divided into three classes, with the classes to be as nearly equal in number as possible, serving staggered three-year terms as follows:

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Class I, which consists of Jaymes Winters, Karin-Joyce (KJ) Tjon, and Mark Schwartz, whose terms will expire at the Annual Meeting;

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Class II, which consists of John Davis and Kimi Ellen, whose terms will expire at Solidion’s 2027 annual meeting of stockholders;

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Class III, which consists of Dr. Bor Jang and Dante W. Robinson, whose terms will expire at Solidion’s 2028 annual meeting of stockholders.

At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. This classification of our Board of Directors could have the effect of increasing the length of time necessary to change the composition of a majority of the Board of Directors. Our Certificate of Incorporation provides that the Board of Directors shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the Board.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated Jaymes Winters, Karin-Joyce (KJ) Tjon, and Mark Schwartz to serve as Class I Directors for a three-year term expiring at the 2029 annual meeting. Action will be taken at the Annual Meeting for the election of these three Class I Director nominees. Mr. Schwartz became a member of our Board of Directors on August 31, 2026. Mr. Schwartz was initially identified as a potential director candidate by the Company’s Chief Executive Officer. Following his identification, the Nominating and Corporate Governance Committee evaluated Mr. Schwartz in accordance with its director candidate evaluation process as described under “Nomination of Director Candidates” and recommended his nomination to the Board.

Unless otherwise instructed, the proxyholders intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

There are no family relationships between any of the members of our Board of Directors and our executive officers.

Nominees for Election to the Board of Directors in 2026

The following information describes the offices held, other business directorships and the term of service of each director nominee, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities for these director nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below.

Class I Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting.

Jaymes Winters. Jaymes Winters, age 64, has served as Chief Executive Officer and as a Solidion director since 2022, which includes its predecessor, Nubia Brand International Inc., a Special Purpose Acquisition Company traded on NASDAQ under the ticker symbol NUBI. Mr. Winters has served as Chairman of our Board since September 16, 2026. Previously, Mr. Winters has over 15 years’ experience as a Chief Executive Officer in the oil and gas, telecommunications and retail spaces with extensive M&A experience and was CEO of Mach FM Corp. from 2015 to June 2026 and oversaw 600 MHz spectrum acquisition via an auction conducted by the Federal Communications Commission, or FCC. He designed a Simultaneous Multiple Round (SMR) analysis using historical data from previous FCC auctions to predict the total amount bid by other participants within 5%. Prior to that, he was founder and Chief Executive Officer of United Energy Inc., which for seven consecutive years was one of the largest African American owned businesses on the West Coast with annual revenues of nearly $100 million and 1,000 employees. Mr. Winters has directed and negotiated multiple M&A transactions utilizing private equity firms. For over nine years, he was an adjunct professor in the School of Business at Portland State University teaching business strategy, mergers and acquisitions, venture capital and is the author of a college textbook titled “Chronicles of an Urban CEO” (Kendall Hunt Publishing Company, August 2021). Mr. Winters holds a B.S. in Business Administration with a minor in Economics from Oregon State University. We believe Mr. Winters is qualified to serve on the Solidion Board because of his extensive executive experience with Nubia and as a Chief Executive Officer in the oil and gas, telecommunications and retail spaces with extensive mergers and acquisitions experience.

Karin-Joyce (KJ) Tjon. Karin-Joyce (KJ) Tjon, age 64, has served as a Solidion director since February 2, 2024. Ms. Tjon has served as a director of Nubia since the closing of its IPO. Ms. Tjon was a Director at LivePerson, Inc (NASDAQ: LPSN) from November 2024 until her resignation in connection with the consummation of its merger and in accordance with the related merger agreement. Ms. Tjon has also previously served as a Director at Volcon, Inc. (NASDAQ: VLCN) from August 2021 until December 2025 and Kaleyra, Inc. (NYSE: KLR) from December 2022 until November 2023. Prior to Ms. Tjon’s retirement in 2020, from July 2018 until May 2020 she served as Chief Financial Officer for Alorica, Inc. a multi-billion dollar customer service provider with over 100,000 employees worldwide. From February 2017 until August 2017, Ms. Tjon was President and Chief Operating Officer for Scientific Games, Inc., responsible for their Gaming and Lottery divisions. Ms. Tjon has more than 25 years of executive management level experience as an executive officer for publicly listed as well as privately held companies. From July 2014 until September 2016 Ms. Tjon served as the Executive Vice President and Chief Financial Officer for Epiq Systems (NASDAQ: EPIQ) where she was responsible for legal, governance and risk compliance as well as all areas of international corporate finance, including financial planning and analysis, accounting, SEC filings, tax planning, investor relations, and SAP support. As a part of the executive team, she worked through a strategic review process which culminated in the sale of the company to a strategic buyer, backed by private equity. At Alvarez & Marsal LLC, a leading global professional services firm, Ms. Tjon served in several interim C-level posts guiding global clients through operational restructurings, business planning and execution, complex negotiations, financial audit and regulatory compliance issues, and technology issues. Ms. Tjon holds a Master of Business Administration from Columbia University’s Graduate School of Business and a Bachelor’s degree in specialized studies in Organizational Behavior from Ohio University. We believe Ms. Tjon is qualified to serve on the Solidion Board because of her extensive executive experience in financial, risk and compliance matters, as well as her experience as a public company director.

Mark Schwartz. Mark Schwartz, age 70, has served as a Solidion director since August 31, 2026 and has served as Lead Independent Director of our Board since September 16, 2026. Mr. Schwartz is an accomplished CEO, CFO, and board director with more than 36 years of leadership experience across the consumer, technology and healthcare industries. He co-founded Bodega Latina Corporation, which grew into a $7 billion grocery chain and the largest Hispanic retailer in the United States, led the IPO of DDD Group plc, and oversaw the sale of Bartell Drug Company to Rite Aid. Mr. Schwartz has served on more than a dozen public and private company boards, including Starbucks Coffee Company. He received a Bachelor of Arts, cum laude, from Claremont McKenna College in economics and political science and a Master of Business Administration, with honors, from Harvard Business School. Mr. Schwartz has served as a director of Onfolio Holdings, Inc. (Nasdaq: ONFO) since March 2022, where he currently serves as Chair of the Audit Committee and as a member of the Compensation Committee. Mr. Schwartz also currently serves as a director of Avicanna Inc. and the StartEngine Growth Tech Fund.

We believe Mr. Schwartz is qualified to serve on the Solidion Board because of his extensive executive leadership and experience serving on public and private company boards across the consumer, technology and healthcare industries.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NAMED CLASS I DIRECTOR NOMINEES ABOVE, WHICH IS DESIGNATED AS PROPOSAL NO. 1.

Continuing Members of the Board of Directors

The following information describes the offices held, other business directorships, the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Security Ownership of Certain Beneficial Owners and Management” below.

Class II Directors (terms expiring at the 2027 annual meeting)

John Davis. John Davis, age 67, has served as a Solidion director since February 2, 2024. Since 2022, Mr. Davis has served as President of BTECH, Inc., a battery monitoring technology company. Prior to that role, from 2021 to 2022, Mr. Davis served as Chief Operating Officer of Primet Precision Materials, a nanoscission technology company producing lithium battery cathode. Prior to that role, from 2019 to 2020, Mr. Davis served as Chief Operating Officer of G3, which is the parent of HBC. Prior to that role, from 2015 to 2018, Mr. Davis served as Senior Vice President of Operations for BrightVolt, a solid state lithium battery technology company. Mr. Davis received a B.S. in Chemical Engineering and M.B.A. from the Illinois Institute of Technology. We believe Mr. Davis is qualified to serve on the Solidion Board because of his extensive experience performing at the executive level of companies that included international business profit and loss and operations responsibilities, including in the energy storage industry with a heavy focus on lithium batteries.

Kimi L. Ellen, CPA, NACD.DC. Kimi L. Ellen, age 56, has served as a Solidion director since August 31, 2026. Ms. Ellen is an award-winning CEO, Managing Partner, CPA, QFE, and board member with extensive experience in forensic auditing, consulting, governance, strategic planning, and business growth. She has advised organizations ranging from startups to Fortune 500 companies and government entities and has led complex forensic engagements, including investigations involving collaboration with the FBI. Ms. Ellen is Co-Founder, Managing Partner, and CEO of Benford Brown & Associates, LLC, where she has helped grow the firm since 1996. She serves on boards and advisory councils including Mainstreet Legacy Partners, Nestment, Inc., Access Community Health Network, the AICPA Governing Council, NABA Inc., Diverse Organization of Firms, the Government Accounting Standards Advisory Council, and the Illinois CPA Society. Her recent honors include being named among the 2025 50 Women to Watch for Boards, Forbes’ Top 200 CPAs in the U.S., and Forbes’ Top CPAs Best-In-State. She holds a Bachelor of Science in Accountancy from the University of Illinois and is a licensed CPA in Illinois and New York. We believe Ms. Ellen is qualified to serve on the Solidion Board because of her experience in forensic auditing, governance, strategic planning, financial oversight, and business growth.

Class III Directors (terms expiring at the 2028 annual meeting)

Dr. Bor Jang. Dr. Bor Jang, age 74, has served as a Solidion director and has served as Chief Science Officer of Solidion since February 2, 2024. From February 2, 2024 to September 16, 2026, Dr. Bor Jang served as the Executive Chairman of our Board. Dr. Jang co-founded HBC in 2015 and has since served as its President. Dr. Jang co-founded AEC in 2012 and has since served as its President. AEC is engaged in the development and commercialization of anode active materials for lithium-ion batteries. Dr. Jang co-founded Angstron Materials, Inc. (“AMI”) in 2007 and has since served as its Chairman. AMI is engaged in the development and commercialization of graphene processes and application technologies. Dr. Jang cofounded G3 in 2016 and has since served as its Chief Executive Officer and Chairman of the Board of Directors. G3 is the parent of several subsidiaries engaged in the development and commercialization of graphene and battery technologies, including AEC and AMI. Dr. Jang received his Master’s & Ph.D. degrees in Materials Science from MIT. Dr. Jang was the former Dean of the College of Engineering and Computer Science at Wright State University. He was a Fulbright Scholar and Visiting Professor (and an Overseas Fellow of the Churchill College) with the University of Cambridge (1991 – 1992) in the UK. Dr. Jang was elected as a member of the U.S. National Academy of Inventors (NAI) in 2019. Dr. Jang has more than 800 patents to his credit. Most notably, Dr. Jang filed the world’s first patent application on graphene in 2002. This patent was later recognized by Popular Mechanics magazine as one of the “15 Patents That Changed The World”. We believe Dr. Jang is qualified to serve on Solidion Board because of his extensive executive experience with Honeycomb and his background in sciences and academia. Following the closing of the business combination, Dr. Jang continues in his roles as Chief Executive Officer and Chairman of the Board of Directors of G3. Dr. Jang will have a dual employment arrangement with Honeycomb and G3, with his time and attention split between the entities approximately 70% and 30%, respectively, and the parties will ensure an overall coordinated approach between Dr. Jang, Honeycomb and G3. In addition, 70% of his compensation and related costs at G3 will be reimbursed to G3 by Honeycomb under the SSA.

Dante W. Robinson. Dante W. Robinson, age 60, has served as a Solidion director since August 31, 2026. Mr. Robinson is a business and financial leader with more than 30 years of experience in finance and audit. He is a qualified financial expert (QFE) who has served on an Audit Committee, including as Committee Chair, and is a CPA. Mr. Robinson leads regulatory oversight relationships and drives corporate and functional regulatory improvement. He developed and implemented an innovative B2C transformation technology strategy that significantly improved operational efficiency and revenue growth. He continues to refine his board governance competencies through the NACD as a Board Leadership Fellow. Mr. Robinson serves as Chief of Internal Affairs for State Compensation Insurance Fund, one of California’s largest workers’ compensation insurers, where he has worked since 2012, leading teams of 60 to 200 individuals and reporting to the Corporate Board’s Audit Committee Chair. Mr. Robinson holds a Bachelor of Science in Business Administration with an emphasis in accounting and finance from the University of California, Berkeley. We believe Mr. Robinson is qualified to serve on the Solidion Board because of his finance, audit, regulatory oversight, technology transformation, and board governance experience.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors of Solidion has determined that each of the directors on the Board of Directors of Solidion other than Mr. Winters and Dr. Jang qualifies as an independent director, as defined under the listing rules of The Nasdaq Stock Market LLC (the “Nasdaq listing rules”).

Board Committees

The Board of Directors of Solidion maintains an audit committee, a compensation committee and a nominating and corporate governance committee. The Board of Directors of Solidion has adopted a charter for each of these committees, which comply with the applicable requirements of current Nasdaq listing rules. Copies of the charters for each committee are available on the investor relations portion of Solidion’s website at ir.solidiontech.com/governance.

Solidion’s audit committee consists of Karin-Joyce (KJ) Tjon (Chair, Class I Director), Mark Schwartz (Class I Director), Kimi Ellen (Class II Director), and Dante Robinson (Class III Director). The Board of Directors has determined that each of the members of the audit committee satisfies the independence and other requirements of Nasdaq and Rule 10A-3 under the Exchange Act, including that each member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board of Directors of Solidion examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

The Board of Directors of Solidion has determined that each of Karin-Joyce (KJ) Tjon, Mark Schwartz, Kimi L. Ellen, and Dante W. Robinson qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq listing rules. In making this determination, the Board of Directors of Solidion considered each audit committee member’s formal education and previous experience in financial roles. Both Solidion’s independent registered public accounting firm and management periodically meet privately with Solidion’s audit committee.

The functions of this committee include, among other things:

	●	selecting and hiring Solidion’s registered public accounting firm;

	●	evaluating the performance and independence of Solidion’s registered public accounting firm;

	●	approving the audit and pre-approving any non-audit services to be performed by Solidion’s registered public accounting firm;

	●	reviewing the integrity of Solidion’s financial statements and related disclosures and reviewing Solidion’s critical accounting policies and practices;

	●	reviewing the adequacy and effectiveness of Solidion’s internal control policies and procedures and Solidion’s disclosure controls and procedures;

	●	overseeing procedures for the treatment of complaints relating to accounting, internal accounting controls or audit matters;

	●	reviewing and discussing with management and the registered public accounting firm the results of the annual audit, Solidion’s quarterly financial statements and Solidion’s publicly filed reports;

	●	establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

	●	reviewing and approving in advance any proposed related-person transactions; and

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preparing the audit committee report that the SEC requires in Solidion’s annual proxy statement.

Compensation Committee

Solidion’s compensation committee consists of Mark Schwartz (Chair, Class I Director), John Davis (Class II Director), and Kimi Ellen (Class II Director). The Board of Directors of Solidion has determined that each of the members of the compensation committee satisfies the independence requirements of Nasdaq and is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

The functions of this committee include, among other things:

	●	determining, or recommending to the board of directors for determination, the compensation of Solidion’s executive officers, including the chief executive officer;

	●	overseeing and setting compensation for the members of the board of directors;

	●	administering Solidion’s equity compensation plans;

	●	overseeing Solidion’s overall compensation policies, practices, plans, and benefits programs; and

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preparing the compensation committee report that the SEC will require in Solidion’s annual proxy statement.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee consists of John Davis (Chair, Class II Director), Karin-Joyce (KJ) Tjon (Class I Director), and Dante Robinson (Class III Director). The board of Solidion has determined that each member of the nominating and corporate governance committee satisfies the requirements for independence under the rules and regulations of Nasdaq and the SEC. The nominating and corporate governance committee is responsible for, among other things:

	●	evaluate and make recommendations regarding the organization and governance of the Board of Directors and its committees;

	●	reviewing and making recommendations with regard to Solidion’s corporate governance guidelines and compliance with laws and regulations;

	●	reviewing conflicts of interest of Solidion’s directors and officers and proposed waivers of Solidion’s corporate governance guidelines and code of business conduct and ethics; and

	●	evaluating the performance of the board of directors and its committees.

A copy of our Corporate Governance Guidelines is available on the investor relations portion of Solidion’s website at ir.solidiontech.com/governance.

Nomination of Director Candidates

Selection of Board Nominees

The Board will be responsible for the selection of nominees for election or appointment to the Board. The Nominating and Corporate Governance Committee shall recommend candidates for election to the Board. The Nominating and Corporate Governance Committee considers nominees recommended by directors, officers, employees, stockholders and others using the same criteria to evaluate all candidates. The Nominating and Corporate Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. For nominations of potential candidates made other than by the Board, the stockholder or other person making such nomination must comply with the Company’s Bylaws, including without limitation, submission of the information or other materials required with respect to proposed nominees.

The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the board membership criteria set forth below, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by providing timely notice in writing to our Secretary at c/o Solidion Technology, Inc.,1900 N. Pearl Street, Suite 1750, Dallas, TX 75201. The procedures for submitting a stockholder nomination are set forth under the heading “QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING—When are stockholder proposals and director nominations due for next year’s Annual Meeting?”

Each potential candidate must provide a list of references and agree (i) to be interviewed by members of the Nominating and Corporate Governance Committee or other directors in the discretion of the Nominating and Corporate Governance Committee, and (ii) to a background check or other review of the qualifications of a proposed nominee by the Company. Upon request, any candidate nominated will agree in writing to comply with these Corporate Governance Guidelines and all other policies and procedures of the Company applicable to the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee would recommend the candidate for consideration by the full Board. The Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Board Membership Criteria

The Board will determine the appropriate characteristics, skills, and experience for the Board as a whole and for its individual members. The Board considers recommendations for nominees from the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate criteria that directors are required to fulfill (including experience, qualifications, attributes, skills and other characteristics) in the context of the current make-up of the Board and the needs of the Board given the circumstances of the Company. In identifying and screening director candidates, the Nominating and Corporate Governance Committee considers whether the candidates fulfill the criteria for directors approved by the Board, including integrity, objectivity, independence, sound judgment, leadership, courage and diversity of background and experience (for example, in relation to finance and accounting, international operations, strategy, risk management, technical expertise, and policy making).

In considering candidates recommended by the Nominating and Corporate Governance Committee, the Board intends to consider other factors, such as: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to the affairs of the Company; (iii) demonstrating excellence in his or her field; (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly held company; and (vi) having a diverse background, perspective and experience.

The Board reviews candidates for director nomination in the context of the current composition of the Board, the Company’s operating requirements, and the long-term interests of the Company’s stakeholders. In conducting this assessment, the Board considers such factors that it deems appropriate to maintain a balance of knowledge, experience, and capability on the Board. For incumbent directors, the Board reviews those directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Board also determines whether the nominee must be independent for purposes of Nasdaq.

Meetings of The Board and Its Committees

The Board met 14 times during the fiscal year ended December 31, 2025. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee met six times, three times and one time, respectively, during the fiscal year ended December 31, 2025. Each director attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the fiscal year ended December 31, 2025, for which he or she was a director or committee member.

Annual Meeting Attendance

The Company does not have a formal policy regarding the attendance of directors at annual meetings of stockholders; however, pursuant to our Corporate Governance Guidelines, all directors are encouraged to attend.

Role of Board in Risk Oversight

The Board has extensive involvement in the oversight of risk management related to Solidion and its business and accomplishes this oversight through the regular reporting to the board of directors by the Audit Committee. The Audit Committee represents the Board by periodically reviewing Solidion’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the Audit Committee reviews and discusses all significant areas of Solidion’s business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, the Board receives periodic detailed operating performance reviews from management. The Board also considers cybersecurity risks as part of its overall risk oversight framework, with management providing periodic updates to the Board and the Audit Committee regarding the Company’s information security program and any material cybersecurity threats or incidents.

Board Leadership

The Board will periodically appoint a Chair. Both independent and management directors, including the Chief Executive Officer, are eligible for appointment as the Chair. The Company does not believe there should be a fixed rule regarding the positions of Chief Executive Officer and Chair being held by different individuals or whether the Chair should be an employee of the Company or should be elected from among the non-employee directors. The needs of the Company and the individuals available to assume these roles may require different outcomes at different times, and the Board believes that retaining flexibility in these decisions is in the best interests of the Company. In the event that the Company does not have an independent Chair of the Board, the independent directors may designate a “Lead Independent Director.” Currently, the positions of CEO and Chair are combined. We believe this leadership structure is appropriate as our current CEO and Chair, Mr. Winters, possesses in-depth knowledge of the Company, its operations and the challenges and opportunities it faces as a new public company. This knowledge was gained through many years of successful experience in senior positions. Because the positions of CEO and Chair are currently combined, our independent directors chose to designate Mr. Schwartz as our Lead Independent Director. The Lead Independent Director’s duties include: (i) presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; (ii) acting as liaison between the independent directors and the CEO and Chair; (iii) presiding over meetings of the independent directors; (iv) consulting with the Chair in planning and setting schedules and agendas for Board meetings; and (v) performing such other functions as the Board may delegate.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

The Board has established a formal code of business conduct and ethics that applies to our officers, directors and employees. Our Code of Ethics and Business Conduct is made available, and any amendment or waiver to it will be made available, on our website at ir.solidiontech.com/governance to the extent required by applicable rules or regulations or listing requirements of Nasdaq. Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by the Board, and any such waiver shall be promptly disclosed to the stockholders.

Insider Trading Policy

We maintain a Policy on Insider Trading and Insider Information that prohibits our officers, directors and employees from purchasing or selling any type of security while in possession of material, non-public information relating to the security, whether the issuer of such security is the Company or any other company. Additionally, no officer, director or employee shall purchase or sell any security of the Company during the period beginning on the 15^th calendar day of the last month of each fiscal quarter of the Company and ending upon completion of the second full trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company. It prohibits officers, directors, or employees from pledging our stock as collateral to secure loans and from engaging in hedging transactions, including zero-cost collars and forward sale contracts. It further prohibits margin purchases of our stock, short sales of our stock, and any transactions in puts, calls or other derivative securities involving our stock.

Compensation Committee Interlocks and Insider Participation

None of Solidion’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the board of directors.

Stockholder Communications with the Board

Pursuant to our Corporate Governance Guidelines, stockholders of the Company wishing to communicate with the Board or an individual director may send a written communication to the Board or such director by a written request addressed to our Chief Financial Officer, at the address appearing on the first page of this proxy statement. The Chief Financial Officer will review each communication. The Chief Financial Officer will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Chief Financial Officer shall discard the communication or inform the proper authorities, as may be appropriate.

Report of the Audit Committee of the Board

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025, with management of the Company.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Karin-Joyce Tjon (Chair)

Mark Schwartz

Kimi Ellen

Dante Robinson

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any of our filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Executive Officers and Directors

Our executive officers and directors as of the date of this proxy statement are as follows:

Name	Age	Title
Jaymes Winters	64	Chief Executive Officer and Chairman
Vlad Prantsevich	36	Chief Financial Officer
Dr. Songhai Chai	48	Chief Technology Officer
Dr. Bor Jang	74	Chief Science Officer and Director
Mark Schwartz	70	Lead Independent Director
John Davis	67	Director
Karin-Joyce (KJ) Tjon	64	Director
Kimi L. Ellen	56	Director
Dante W. Robinson	60	Director

Vlad Prantsevich. Vlad Prantsevich has served as Solidion’s Chief Financial Officer since February 2, 2024. Mr. Prantsevich brings experience across public company finance, capital markets, and technically complex product companies. From November 2021 until February 2024, Mr. Prantsevich served as Chief Financial Officer and Board Member of Nubia Brand International Corp. (NASDAQ: NUBI), a special purpose acquisition company, where he directed the business combination with Honeycomb Battery Company that resulted in Solidion’s listing on NASDAQ. In that role, he oversaw SEC reporting, and financial diligence across more than 100 acquisition targets spanning 20 industries prior to executing the Honeycomb transaction. Mr. Prantsevich concurrently served as Executive Vice President of Operations at Mach FM Corp., a wireless technology and spectrum investment company, from October 2015 to February 2024, where he supported transaction strategy, acquisition evaluation, and financial modeling for spectrum investments and strategic partnerships. He concurrently served as head of corporate finance at 64 Audio, a global pro audio and consumer electronics brand, from February 2015 to February 2024, where he built and led the corporate finance function through a period of significant growth. Mr. Prantsevich holds a B.S. in Business Administration from Portland State University.

Dr. Songhai Chai. Dr. Songhai Chai serves as our Chief Technology Officer. Since September 2021, Dr. Chai has served as the Deputy Chief Technology Officer of G3, where he leads a group of scientists and engineers to develop high-capacity silicon anode and renewable biochar anode materials, provides scientific and technical guidance to research and development activities, supervises the pilot-scale production of silicon-anode materials and oversees a group of battery engineers and technicians to improve electrode formulation and preparation. From 2015 through September 2021, Dr. Chai served as Senior Battery Scientist of G3, where he developed a variety of novel energy-storage materials for different applications, such as lithium-ion batteries, electrochemical and hybrid capacitors. From 2010 to 2015, Dr. Chai was a Research Associate, working on carbon and energy storage materials, at Oak Ridge National Lab. Dr. Chai has co-authored seven issued U.S. patents, one book chapter, and 45 peer-reviewed research articles and has published in 30 internationally renowned scientific journals, including Nature Communications and the Journal of the American Chemical Society. Dr. Chai received a Ph.D. in Chemistry from Tsinghua University and completed his post-doctoral training at the University of California at Berkeley. Following the closing of the business combination, Dr. Chai left his role at G3 and entered into a formal employment arrangement with Solidion on February 10, 2025.

PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected CBIZ CPAs P.C. (“CBIZ CPAs”), as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of CBIZ CPAs are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of CBIZ CPAs as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of CBIZ CPAs to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain CBIZ CPAs. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Change of Auditor

On November 26, 2025, following the approval of the Audit Committee, the Company engaged CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

During the Company’s fiscal year ended December 31, 2024 and the subsequent interim period through November 26, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions.

On October 21, 2025, the Audit Committee approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “2025Q3 Quarterly Report”). On November 20, 2025, the Company filed its 2025Q3 Quarterly Report. Accordingly, the dismissal was effective November 20, 2025 (the “Effective Date”).

The audit report of Deloitte on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2024, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal year ended December 31, 2024 and during the subsequent interim period from January 1, 2025 through the Effective Date, (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, other than the previously disclosed material weaknesses in the Company’s internal control over financial reporting related to our control environment, risk assessment, control activities, information and communication and monitoring.

Vote Required

The ratification of the selection of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the votes cast by the stockholders present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions will not be counted as votes cast and will have no effect on the outcome of this proposal. Proposal No. 2 is considered to be “routine,” and therefore we do not expect broker non-votes to exist in connection with Proposal No. 2.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the aggregate fees billed by CBIZ CPAs and Deloitte to us for the fiscal years ended December 31, 2025 and 2024. On November 26, 2025, following the approval of the Audit Committee, the Company engaged CBIZ CPAs as its independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately. Audit services for fiscal year 2024 were performed by Deloitte.

	December 31,
	2025			2024
	(in dollars)
Audit Fees	$	841,531	⁽¹⁾	$	775,985
Audit-Related Fees		-			-
Tax Fees		-			-
All Other Fees		-			-
Total Fees		841,531		$	775,985

(1)

Audit Fees for the fiscal year ended December 31, 2025 consist of approximately $286,950 billed by CBIZ CPAs and approximately $554,581 billed by Deloitte.

All fees incurred subsequent to the closing of the business combination were pre-approved by our Audit Committee.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of CBIZ CPAs as our independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.

On an ongoing basis, management communicates specific projects and/or categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and scope of services and through discussions with CBIZ CPAs and management, advises management if the Audit Committee approves the engagement of CBIZ CPAs. The Audit Committee authorizes its chair to pre-approve all non-audit services on behalf of the Audit Committee during periods between regularly scheduled meetings, subject to ratification by the Audit Committee. On a periodic basis, management and/or CBIZ CPAs reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The services performed by CBIZ CPAs may include audit services, audit-related services, tax services, and, in limited circumstances, other services.

During the year ended December 31, 2025, the Audit Committee approved all of the services provided by CBIZ CPAs in accordance with the foregoing policies and procedures. During the year ended December 31, 2024, the Audit Committee approved all of the services provided by Deloitte in accordance with the foregoing policies and procedures.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CBIZ CPAs AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026, WHICH IS DESIGNATED AS PROPOSAL NO. 2.

PROPOSAL NO. 3 - AMENDMENT TO THE SOLIDION TECHNOLOGY, INC. 2023 EQUITY INCENTIVE PLAN

Background

In connection with the business combination completed on February 2, 2024, the Company adopted the Solidion Technology, Inc. 2023 Equity Incentive Plan (the “Incentive Plan” or the “Plan”). The Plan is designed to attract and retain talented employees, consultants and directors, align the interests of participants with those of stockholders, and motivate participants to contribute to the growth and success of the Company.

On May 12, 2025, the Company effected a 1-for-50 reverse stock split of its common stock (the “Reverse Stock Split”). As a result, each 50 shares of common stock issued and outstanding immediately prior to the reverse split were converted into one share of common stock. The reverse stock split did not change the total number of authorized shares or the par value of the common stock. Share amounts presented for periods prior to the Reverse Stock Split have been retroactively converted to reflect the Reverse Stock Split.

The number of shares of Common Stock initially reserved for issuance under the Plan was 190,000 shares. The Plan includes an evergreen provision that provides for an automatic annual increase to the number of shares available for future grants on the first day of each fiscal year beginning with fiscal year 2024, equal to the least of (i) 190,000 shares, (ii) 5% of the total number of shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such lesser amount as determined by the plan administrator. The number of shares reserved for issuance under the Plan reflects (i) the initial 190,000 shares reserved under the Plan (the “Initial Reserve”); (ii) the automatic annual increase with respect to the first day of the 2024 fiscal year of 3,211 shares, which was 5% of the sum of the number of shares outstanding of Class A common stock and Class B common stock of the Company (formerly known as Nubia Brand International Corp.) as of December 31, 2023 (the “FY 2023 Increase”); (iii) the automatic annual increase with respect to the first day of the 2025 fiscal year of 131,697 shares, which was 5% of the 2,633,956 shares outstanding as of December 31, 2024 (the “FY 2024 Increase”); and (iv) the automatic annual increase with respect to the first day of the 2026 fiscal year of 190,000 shares (the “FY 2025 Increase”). As a result, as of the date of this proxy statement, the total number of shares that are or have been reserved for issuance under the Plan is 514,908 shares of Common Stock.

As of June 30, 2026, 38,000 shares have been granted under the Plan, of which 6,667 shares have been cancelled and returned to the Plan since its inception, and 483,575 shares remain available for future issuance. As of the same date, the following awards were outstanding under the Plan: (i) 6,000 restricted stock units remained outstanding and unvested, (RSUs have no exercise price and settle in shares of Common Stock upon vesting); (ii) 12,000 at-the-money warrants to purchase shares of Common Stock were outstanding and fully vested, expiring on February 2, 2029 (the exercise price for these warrants has not yet been established); and (iii) up to 120,000 shares remained subject to awards with market-based vesting conditions, which vest if the 120-day trailing average closing price of the Common Stock equals or exceeds specified stock price targets ranging from $1,500 to $15,000 per share over a six-year term. As a result, as of June 30, 2026, the number of shares that remain available for future issuance after giving effect to the issuance of the maximum number of shares that could be issued under awards outstanding under the Plan was 345,575 shares. The closing price of the Common Stock on September 22, 2026 (the latest practicable date before the filing of this proxy statement) was $6.87 per share.

The following table provides information as of December 31, 2025, with respect to securities that may be issued under the Company’s equity compensation plans:

Plan Category(5)

Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))

Equity Compensation Plans Approved by Shareholders

—

Equity Compensation Plans Not Approved by Shareholders

—

Total

—

Purpose of the Amendment

The Board believes that the current share reserve under the Plan is insufficient to meet the Company’s anticipated equity compensation needs. The Company competes for talent with other companies in the advanced battery technology sector and needs to be able to offer competitive equity incentive packages to attract and retain key employees, consultants and directors. The Board has determined that increasing the number of shares available under the Plan by 975,000 shares is in the best interests of the Company and its stockholders.

If this proposal is approved, the total number of shares authorized for issuance under the Plan will increase by 975,000 shares, in addition to the shares previously reserved, which are 514,908 shares. As a result, the total number of shares that will have been authorized for issuance under the Plan will be 1,489,908 shares, which will remain subject to any future annual evergreen increases. The Company intends to file Amendment No. 1 to the Plan reflecting this increase, a copy of which is attached to this proxy statement as Appendix A.

Summary of the Plan

The following summary of the material terms of the Plan is qualified in its entirety by reference to the complete text of the Plan, which is attached as Appendix B to this proxy statement.

Eligibility

Solidion’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards under the Incentive Plan. Following the closing, Solidion has approximately 20 employees and five non-employee directors who may be eligible to receive awards under the Incentive Plan.

Award Types

The Incentive Plan provides for the grant of incentive stock options (“ISOs”) to employees and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

Share Reserve

The number of shares of common stock initially reserved for issuance under the Incentive Plan was 190,000. Shares subject to stock awards granted under the Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for future grants under the Incentive Plan. The Incentive Plan includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for future grants under the Incentive Plan on the first day of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i) 190,000 shares of common stock, (ii) 5% of the total number of shares of common stock outstanding as of the last day of our immediately preceding fiscal year, or (iii) such lesser amount determined by the plan administrator. As a result of the Initial Reserve, the FY 2023 Increase, the FY 2024 Increase and the FY 2025 Increase, as of the date of this proxy statement, the number of shares reserved for issuance under the Incentive Plan is 514,908 shares of Common Stock. As of June 30, 2026, 38,000 shares have been granted under the Plan, of which 6,667 shares have been cancelled and returned to the Plan since its inception, and 483,575 shares remain available for future issuance. If the Equity Incentive Plan Proposal (Proposal No. 3) is approved by stockholders, the share reserve will be increased by 975,000 shares and the total share reserve will be 1,489,908 shares, which will remain subject to future annual evergreen increases.

Plan Administration

The board of directors of Solidion, or a duly authorized committee thereof, will have the authority to administer the Incentive Plan. The board of directors of Solidion may also delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the Incentive Plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the Incentive Plan. The plan administrator has the power to modify outstanding awards under the Incentive Plan. Subject to the terms of the Incentive Plan, the plan administrator also has the authority to reprice any outstanding option or stock award, cancel and re-grant any outstanding option or stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant.

Stock Options

ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the Incentive Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of common stock on the date of grant (however, a stock option may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the Incentive Plan, and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code). Options granted under the Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the Incentive Plan, up to a maximum of ten years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship ceases for any reason other than cause, the optionholder may generally exercise any vested options for a period of three (3) months following the cessation of service, but only within three (3) months following such termination, unless another period of time is provided in the applicable award agreement or other agreement, subject to the limitations in the Incentive Plan. The option term may be extended in the event that the exercise of the option following such a termination of service is prohibited by applicable securities laws or Solidion’s insider trading policy. Options generally terminate immediately upon the termination of an optionholder’s service for cause. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft, or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO and (v) other legal consideration approved by the plan administrator.

Tax Limitations on ISOs

The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all stock plans maintained by Solidion may not exceed $100,000. Options or portions thereof that exceed such limit generally will be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of Solidion’s total combined voting power or that of any of Solidion’s affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Stock Awards

Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Except as provided otherwise in the applicable award agreement, if a participant’s service relationship ends for any reason, Solidion may receive through a forfeiture condition or a repurchase right any or all of the shares held by the participant under his or her restricted stock award that have not vested as of the date the participant terminates service.

Restricted Stock Unit Awards

Restricted stock units are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock units may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Stock Appreciation Rights

Stock appreciation rights are granted under stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock on the date of grant (however, a stock appreciation right may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the Incentive Plan, and in a manner consistent with the provisions of Sections 409A). A stock appreciation right granted under the Incentive Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

Performance Awards

The Incentive Plan permits the grant of performance-based stock and cash awards. The plan administrator may structure awards so that the shares of common stock, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. The performance criteria that will be used to establish such performance goals may be based on any measure of performance selected by the plan administrator. The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, the plan administrator will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by Solidion achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to shareholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under Solidion’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expense under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the plan administrator retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the performance goals. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the applicable award agreement or the written terms of a performance cash award. The performance goals may differ from participant to participant and from award to award.

Other Stock Awards

The plan administrator may grant other awards based in whole or in part by reference to common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted or paid by Solidion to any individual for service as a non-employee director with respect to any calendar year (such period, the “annual period”), including stock awards and cash fees paid by Solidion to such non-employee director, will not exceed (i) $500,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the board of directors of Solidion during such annual period, $750,000 in total value. For purposes of these limitations, the value of any such stock awards is calculated based on the grant date fair value of such stock awards for financial reporting purposes.

Changes to Capital Structure

In the event there is a specified type of change in Solidion’s capital structure, such as a merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, appropriate adjustments will be made to (i) the class(es) and maximum number of shares of common stock subject to the Incentive Plan and the maximum number of shares by which the share reserve may annually increase; (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of common stock subject to outstanding awards.

Corporate Transactions

The following applies to stock awards under the Incentive Plan in the event of a corporate transaction, as defined in the Incentive Plan, unless otherwise provided in a participant’s stock award agreement or other written agreement with Solidion or unless otherwise expressly provided by the plan administrator at the time of grant. In the event of a corporate transaction, any stock awards outstanding under the Incentive Plan may be assumed, continued or substituted by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by Solidion with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate for no consideration if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by Solidion with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the plan administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate for no consideration if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by Solidion with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The plan administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants. In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value, at the effective time, to the excess (if any) of (1) the value of the property the participant would have received upon the exercise of the stock award over (2) any exercise price payable by such holder in connection with such exercise.

Change in Control

In the event of a change in control, as defined under the Incentive Plan, awards granted under the Incentive Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Plan Amendment or Termination

The board of directors of Solidion will have the authority to amend, suspend, or terminate the Incentive Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted after the tenth anniversary of the date the Incentive Plan was adopted.

Certain U.S. Federal Income Tax Aspects of Awards Under the Incentive Plan

This is a brief summary of the federal income tax aspects of awards that may be made under the Incentive Plan based on existing U.S. federal income tax laws. This summary provides only the basic tax rules. Except as otherwise specifically set forth below, it does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. The tax consequences of awards under the Incentive Plan depend upon the type of award.

Incentive Stock Options. The recipient of an ISO generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the shares of Solidion’s common stock from exercised ISOs are disposed of, by sale or otherwise (although the excess of the fair market value of the common stock on the date of exercise over the exercise price is a tax preference for alternative minimum tax purposes, which could result in an alternative minimum tax liability). If the ISO recipient does not sell or dispose of the shares of Solidion’s common stock until more than one year after the receipt of the shares (i.e., exercise of the ISO) and two years after the option was granted (i.e., the minimum required time), then, upon sale or disposition of the shares, the difference between the exercise price and the fair market value of the shares of Solidion’s common stock as of the date of exercise will be treated as a long-term capital gain, and not ordinary income. If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition generally in an amount equal to any excess of the fair market value of the common stock purchased on the date of exercise (or, if less, the amount realized on disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient.

Non-statutory Stock Options. The recipient of an NSO generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of NSOs when the options are exercised. The excess of the fair market value of the common stock purchased on such date over the exercise price of the option is taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option. Any gain that the recipient realizes when he or she later sells or disposes of the acquired shares will be short-term or long-term capital gain, depending on how long the shares were held.

Restricted Stock Awards. Recipients who receive awards of restricted shares subject to a vesting requirement (i.e., the restricted shares are nontransferable and subject to a substantial risk of forfeiture) generally will recognize ordinary income at the time vesting occurs in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares subject to a vesting requirement (i.e., the restricted shares are nontransferable and subject to a substantial risk of forfeiture) may, within 30 days of the date the shares are granted, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates. Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

Restricted Stock Unit Awards. Recipients will not recognize income, and the Company will not be allowed a tax deduction, at the time of a restricted stock unit award is granted. Recipients who receive restricted stock unit awards generally will recognize ordinary income when they receive shares upon settlement of the awards in an amount equal to the fair market value of the shares at that time (less any amount the recipients paid for the stock or property). Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

Stock Appreciation Rights. Recipients who receive stock appreciation rights generally will recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price. Solidion, subject to Section 162(m) of the Code, generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

Deductions. Section 162(m) of the Code may limit Solidion’s ability to take a tax deduction with respect to awards made to recipients that are covered employees to the extent that the compensation to such recipient for a taxable year exceeds $1,000,000.

Section 409A of the Code. The Incentive Plan permits the grant of various types of incentive awards, which may or may not be exempt from Section 409A of the Code. If an award is subject to Section 409A of the Code, and if the requirements of Section 409A of the Code are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties.

Tax Withholding. The Company Group has the right to deduct or withhold, or require a participant to remit to the Company Group, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Incentive Plan.

New Plan Benefits

Grants of awards under the Incentive Plan are subject to the discretion of the plan administrator. Therefore, it is not possible to determine the future benefits that will be received by participants under the Incentive Plan.

Required Vote

The approval of the amendment to the Solidion Technology, Inc. 2023 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan requires the affirmative vote of a majority of the votes cast by the stockholders present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE EQUITY INCENTIVE PLAN PROPOSAL, WHICH IS DESIGNATED AS PROPOSAL NO. 3.

PROPOSAL NO. 4 - APPROVAL OF THE REDOMESTICATION OF THE COMPANY FROM
DELAWARE TO TEXAS BY A PLAN OF CONVERSION

The Board of Directors of the Company has determined to recommend that our shareholders approve the conversion of the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Texas (the “Texas Corporation”) pursuant to a Plan of Conversion (the “Plan of Conversion”) attached as Appendix C to this proxy statement (the “Conversion Proposal”), as more fully described in this Proposal 4, and has determined that the Conversion Proposal is in the best interests of the Company and its shareholders. We call the proposed redomestication of the Delaware Corporation in the form of a conversion into the Texas Corporation the “Texas Conversion”.

Principal Terms of the Texas Conversion

The Texas Conversion, if approved by our shareholders, will be effected through a conversion pursuant to Section 266 of the Delaware General Corporation Law (“DGCL”) and Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code (“TBOC”), as set forth in the Plan of Conversion. Approval of the Conversion Proposal will constitute approval of the Plan of Conversion.

Through the adoption of the Plan of Conversion, upon the effectiveness of the Texas Conversion:

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The Company will continue in existence as a Texas corporation and will continue to operate our business under the current name, “Solidion Technology, Inc.”

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The affairs of the Company will cease to be governed by Delaware law at the time the Plan of Conversion is effective and will be subject to Texas law. See “Comparison of Shareholder Rights under Delaware and Texas Law” below.

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The Company will cease to be governed by our existing charter and bylaws and will be instead subject to the provisions of the proposed Texas Certificate of Formation (the “Texas Charter”) and the proposed Texas Bylaws (the “Texas Bylaws”), forms of which are included as Appendix D and E, respectively, to this Proxy Statement. See “Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws” below.

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The Texas Conversion will not result in any change in headquarters, business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Texas Conversion).

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Each outstanding share of our common stock, par value $0.0001 per share (“Delaware Corporation Common Stock”), will automatically become one outstanding share of common stock, par value $0.0001 per share, of the Texas Corporation (“Texas Corporation Common Stock”) pursuant to the Plan of Conversion.

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Shareholders will not need to exchange their existing stock certificates for new stock certificates.

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Our common stock will continue to be traded on The Nasdaq Capital Market under the symbol “STI.” We do not expect any interruption in the trading of our common stock as a result of the Texas Conversion.

If our shareholders approve the Texas Conversion, we anticipate that the Texas Conversion will become effective as soon as practicable following the Annual Meeting (the “Effective Time”).

In connection with the Texas Conversion, the Company intends to make filings with the Secretary of State of Texas and the Secretary of State of Delaware, and does not anticipate making any other filings to effect the Texas Conversion. Nonetheless, we may face legal challenges to the Texas Conversion, including, among others, shareholder challenges under Delaware law, seeking to prevent the Texas Conversion.

The Texas Conversion may be delayed by the Board or the Plan of Conversion may be terminated and abandoned by action of the Board at any time prior to the Effective Time of the Texas Conversion, whether before or after the approval by our shareholders, if the Board determines for any reason that such delay or abandonment would be in the best interests of the Company and all of its shareholders, as the case may be.

Recommendation of the Board

On September 21, 2026, the Board determined that the Texas Conversion is in the best interests of the Company and all of its shareholders, approved the Plan of Conversion, directed that the Conversion Proposal be submitted for consideration by our shareholders at the Annual Meeting, and recommended that our shareholders approve the Plan of Conversion. Pursuant to Section 266 of the DGCL, the Conversion Proposal is hereby submitted for adoption by the shareholders of the Company, with the Board’s recommendation that shareholders vote for the Conversion Proposal.

Reasons for the Texas Conversion

The determination of our Board that the Texas Conversion is in the best interest of the Company and all of its shareholders was the result of deliberation and consideration. The following summary of the key considerations of the Board is not intended to be exhaustive.

Alignment with the Company’s Principal Executive Offices and Business Operations

The Company is headquartered in Dallas, Texas, with Executive management primarily based in Texas, and the Company’s principal management operations, strategic decision-making, and Board meetings are conducted in Texas. The Texas Conversion would align the Company’s state of incorporation with the location of its headquarters and core operations, which may improve administrative efficiency, reduce complexity in corporate operations and strengthen the Company’s ties to the state in which it conducts a substantial portion of its business activities.

By comparison, the Company has no meaningful operational connection to Delaware other than Delaware being its state of incorporation. The Company’s executives and management do not operate in Delaware, and Delaware was originally chosen as the Company’s state of incorporation solely because of its legal framework, which the Board no longer believes is best suited for the Company’s needs. The Board believes there is strategic value in unifying the Company’s legal jurisdiction and operational headquarters in a single state.

Successful companies are incorporated in many U.S. states and other jurisdictions. Approximately 35% of S&P 500 companies are not incorporated in Delaware, instead choosing to incorporate in a variety of other jurisdictions, including their home states. Some of the most successful and widely recognized companies in the United States (e.g., Tesla, Apple, Microsoft, Costco, Johnson & Johnson, Merck, Eli Lilly, and Southwest Airlines) are headquartered and incorporated in the same state.

Franchise Tax Savings and Filing Fees

A critical factor in the Board’s decision to recommend the Texas Conversion was the ability, by reincorporating from Delaware to Texas, to save the sum of $200,000 per year that the Company has been paying in Delaware franchise tax. The Board determined that a $200,000 reduction in the Company’s franchise tax burden would constitute a material financial improvement for the Company.

The Company’s current status as a Delaware corporation headquartered in Texas with its production facilities located in Ohio requires the Company to comply with franchise tax obligations in all three states. For the most recent annual franchise tax period, the Company paid $78,000 in franchise taxes to the state of Delaware, and anticipates owing $200,000 for the following franchise tax period, which will no longer be required to be paid if the Texas Conversion is completed. The Company’s Texas and Ohio tax obligations, which were $0 and $0, respectively, in the most recent annual franchise tax period, will not change as a result of the Texas Conversion. Accordingly, the Texas Conversion will result in a net savings by the Company of approximately $200,000 annually, which the Board considered to be a material savings in light of the Company’s current level of revenues and expenses.

Favorable Business Climate

In recent years, Texas has taken steps to increase the favorability of its business climate. For example, in exercising its fiduciary duties, the board of directors of a Texas corporation is permitted to consider both the long-term and short-term interests of the corporation and its shareholders, which contrasts with Delaware’s singular focus on maximizing shareholder value in purely economic terms. In a similar vein, Texas law expressly states that directors and officers of Texas corporations are not prohibited or limited from considering, approving, or taking action that promotes or has the effect of promoting a social, charitable, or environmental purpose. In addition, moving the Company’s state of incorporation to Texas may have a beneficial effect on seeking governmental incentives if the Company were to seek to build a production facility in the state where its corporate headquarters resides. The Board concluded that these aspects of the Texas statutory and governmental systems make Texas a better fit for the Company than Delaware.

Texas’s Innovative Approach to Corporate Law and Business-Friendly Environment

Texas has emerged as a leading innovator in corporate law, demonstrated by recent amendments to the TBOC that modernize governance, increase statutory clarity, and codify key protections for boards and shareholders. The competitive landscape among states has changed significantly in recent years, with Texas taking noteworthy actions designed to attract corporations to incorporate in the state.

One of the most significant developments in Texas corporate law is the codification of the business judgment rule. Under the TBOC, there is a statutory presumption that directors and officers, in deciding upon matters of business, act in good faith, on an informed basis, in furtherance of the interests of the corporation, and in obedience to the law and the corporation’s governing documents. This presumption governs director and officer liability in all matters of the corporation’s business, and neither the corporation nor any shareholder has a claim against a director or officer unless the plaintiff both rebuts the presumption and proves an act or omission that constitutes intentional misconduct, fraud, an ultra vires act, or a knowing violation of law. By requiring intentional misconduct, Texas law prevents a claim of breach of duty arising out of negligence or gross negligence.

While Delaware has historically been known for its developed body of case law, the Board views Texas’s increasingly code-based approach as better supporting the Company’s strategic planning in today’s competitive environment. Texas’s legal framework is intended to reduce reliance on judicial discretion, offers potentially more predictable statutory standards, and is well-aligned with the needs of businesses operating at the forefront of innovation. The Board believes that Texas’s statutory-based approach provides a clearer and more consistent legal framework for reviewing corporate decisions than relying on case law, which will enable the Board to make strategic decisions under a knowable standard that still protects shareholders from intentional misconduct, fraud, and other improper acts.

Aside from Texas’s code-based approach to corporate law, Texas has one of the largest economies in the world, and has built a reputation as one of the most business-friendly states in the country. The state’s pro-business regulatory climate limits unnecessary compliance obligations and minimizes administrative costs.

Additionally, Texas has recently established the Texas Business Court to preside over certain corporate and commercial claims, akin to Delaware’s Court of Chancery. The recent TBOC amendments validate the selection of Texas courts, including the Texas Business Court, as the exclusive forum for internal entity claims and permit Texas corporations to waive jury trials in those claims, consistent with Delaware practice.

Reduction of Opportunistic and Frivolous Litigation

The Board also considered the increasingly litigious environment in Delaware, which has engendered an increased risk of opportunistic and frivolous litigation and has the potential to cause unnecessary distraction to the Company’s directors and management team. The increasing frequency of claims and litigation in Delaware brought against corporations and their directors and officers creates unnecessary distraction and costs for businesses, especially businesses in competitive and innovative industries. In particular, the Board considered the significant fee awards being issued in Delaware, which may exceed 10x the lodestar rate.

Texas is more protective than Delaware against opportunistic and frivolous litigation against directors, officers, and controlling shareholders. Among other things, the TBOC limits derivative proceedings by deferring to the decision of an independent board committee or panel regarding whether a derivative action is in the best interests of the corporation. Texas also allows public companies to adopt in their governing documents an ownership threshold (up to 3% of outstanding stock) that must be held by one or more shareholders in order to bring a derivative claim. Additionally, shareholders in Texas may not use books and records demands in connection with an active derivative proceeding, and must instead use a regular discovery process to support their claims. The TBOC amendments also prohibit attorney fee awards in “disclosure-only” settlements that are routinely sought in public merger transactions, which is expected to discourage certain members of the plaintiffs’ bar from reflexively claiming inadequate disclosure.

The Board believes that a more predictable legal environment will better allow the Company to pursue its strategic objectives and may help the Company attract and retain qualified management and directors by reducing the risk of frivolous litigation. The Texas Conversion may also result in cost savings for the Company and its shareholders, who bear the defense costs for corporate litigation through attorneys’ fees, indemnification obligations, and increased insurance premiums.

Preservation of Shareholder Economic and Voting Rights

The Board has expressly considered shareholders’ rights under Delaware law and Texas law and believes that the economic and voting rights of shareholders would, on balance, be reasonably comparable as a result of the proposed Texas Conversion (see the section “Comparison of Shareholder Rights under Delaware and Texas Law” below for a more expansive summary of such rights). For example, both Delaware and Texas allow similar rules on classified boards, the removal of directors with or without cause, voting thresholds for charter and bylaw amendments, blank check preferred stock, stock buybacks, distribution of dividends, and appraisal rights for certain corporate actions.

Where there are distinctions between Delaware and Texas corporate law, and between our Texas and Delaware governing documents, the Board considered Texas’s statute-oriented approach to corporate law, which provides greater legal and regulatory certainty in corporate decision-making which the Board believes can benefit long-term shareholder value. Recent amendments to the TBOC further enhance clarity regarding the standards of conduct applicable to directors and officers by establishing a clear and consistent framework for reviewing corporate decisions. The Board believes that clearly defined fiduciary duties and legal predictability are in the best interests of shareholders, as they support sound and timely business decisions. Accordingly, the Board believes that Texas’s corporate law framework will provide a stable, predictable, and efficient platform for the Company’s operations and enhance the Company’s ability to act in the best interests of its shareholders.

Certain Risks Associated with the Texas Conversion

Although the Board believes that the Texas Conversion is in the best interests of the Company and all of its shareholders, there can be no assurance that the Texas Conversion will result in all or any of the benefits described in this Proxy Statement, including the benefits of or resulting from incorporation under Texas law or the application of Texas law to the internal affairs of the Company.

For the Company’s comparison of shareholders’ rights and the material substantive provisions that apply to the Board and executive officers under Delaware and Texas law, see “Comparison of Shareholder Rights under Delaware and Texas Law” below.

Certain Differences Between Delaware and Texas Law

Although the Board has determined that the rights of shareholders under the DGCL and the TBOC are substantially equivalent, at least on net (i.e., balancing relevant considerations against one another) and as relevant to the Company, the DGCL and Delaware case law collectively are different in certain respects than the TBOC and existing Texas case law in ways that may affect the rights of our shareholders. Please see the Company’s summary of certain differences in the section entitled “Comparison of Shareholder Rights under Delaware and Texas Law.” For instance, as further explained in the Company’s summary below, under the TBOC, a shareholder may inspect a Texas corporation’s books and records, subject to certain limitations, if such shareholder holds at least 5% of the outstanding shares of stock of the Texas corporation or has been a holder of shares for at least six months. The DGCL, on the other hand, allows a shareholder to make a records inspection demand while holding only one share without any consideration of the shareholder’s holding period. Thus, although the inspection right is similar, the power to exercise it is more limited in Texas than in Delaware.

Further, the TBOC expressly provides that, for purposes of fulfilling their fiduciary duties to the corporation and its shareholders, directors and officers are permitted to take actions that promote or have the effect of promoting a social, charitable or environmental purpose, in addition to seeking to maximize short- and long-term shareholder value. Under Delaware law, on the other hand, there is no express statutory authority to consider such purposes, and fiduciary duties in most circumstances require directors to seek to maximize the value of the corporation for the long-term benefit of the shareholders unless the corporation is specifically incorporated as a public benefit corporation. As a result, as a Texas corporation, it is possible that our directors may consider interests beyond market value in making decisions about the Company’s business.

The Board identified a handful of areas where the rule in Texas differed in some respect from the rule in Delaware. These were generally procedural and not relevant to the Company in the view of the Board. The most potentially important area is related to antitakeover protections. Both Delaware and Texas permit a range of antitakeover defenses, including poison pills. Both have business combination provisions, though they apply at different ownership thresholds: 20% in Texas and 15% in Delaware. Both allow boards of directors to create new vacancies and to fill them, though Texas limits the number of such vacancies that can be filled without a shareholder vote to two. Another potential area of difference involved cash-out transactions and “Revlon duties”: Texas statutes allow directors to take into account “the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation.” Delaware law, at least in certain circumstances, requires directors to accept the highest price reasonably available, though in many circumstances they are allowed to also “just say no” to a potential transaction and take into account long-term interests, and the limited case law in Texas means it is not certain whether such duties would apply to a Texas corporation.

Transaction Costs

We will also incur certain non-recurring costs in connection with the Texas Conversion, including certain filing fees and legal and other transaction costs. As noted above, we may face legal challenges in connection with the Texas Conversion, and we may also face additional media scrutiny. We believe a majority of these costs have already been incurred or will be incurred by the submission of the Texas Conversion Proposal to shareholders regardless of whether the Texas Conversion is ultimately completed, except for any litigation related expenses that may arise, which we cannot predict. Many of the expenses that will be incurred and other potential transaction costs are difficult to accurately estimate at the present time, and additional unanticipated costs may be incurred in connection with the Texas Conversion.

It is also possible that the Texas Conversion results in additional litigation, with additional expense, distraction and time, or that it does not diminish the expenses, distraction and time the Company currently spends in litigious disputes. Further, if a court determines that such litigation has merit, we may be required to pay substantial monetary damages.

What Changes After Texas Conversion?

The Texas Conversion will effect a change in the legal domicile of the Company and other changes, the most significant of which are described below. Following the Texas Conversion, we will be governed by the TBOC instead of the DGCL, and we will be governed by the Texas Charter and Texas Bylaws. Approval of this Proposal will constitute approval of the Texas Charter and Texas Bylaws. Our current Second Amended and Restated Certificate of Incorporation (as amended, the “Delaware Charter”) and our current Amended and Restated Bylaws (as amended, the “Delaware Bylaws”) will no longer be in effect following completion of the Texas Conversion. Copies of the Texas Charter and Texas Bylaws are included as Appendix D and E, respectively, to this Proxy Statement.

Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws

The Texas Charter and Texas Bylaws have been drafted with an intent to reflect the Delaware Charter and Delaware Bylaws to the extent legally possible. Nonetheless, because of differences between the TBOC and the DGCL, certain differences will be in effect.

Key differences between the Texas Charter and the Delaware Charter are summarized below:

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Filling board vacancies. The Delaware Charter permits the Board to fill any vacancies on the Board, whether caused by an increase in the number of directors on the Board or by a director’s death, resignation, retirement, disqualification, or removal. The Texas Charter (a) permits the shareholders, voting at an annual or special meeting, to fill vacancies arising from an increase in the number of directors, (b) permits the Board to fill up to two such vacancies during the period between two successive annual meetings of the shareholders (with any director appointed by the Board in this circumstance being subject to election by the shareholders at the next meeting of shareholders at which directors are elected), and (c) permits the Board to fill vacancies arising as a result of a director’s death, resignation, retirement, disqualification, or removal (with any director appointed by the Board in this circumstance holding office for the remainder of the full term of the director replaced by such appointment).

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Who can call a special meeting of shareholders? The Delaware Charter permits only the Chairman of the Board, the Chief Executive Officer, or a majority of the Board to call a special meeting of shareholders. Pursuant to the requirements of the TBOC, the Texas Charter permits the Chairman of the Board, the Chief Executive Officer, or holders of at least 50% of all shares entitled to vote at the proposed meeting to call a special meeting of the shareholders.

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Action by written consent. The Delaware Charter prohibits the shareholders from acting by written consent in lieu of a meeting. Pursuant to the TBOC, shareholders may not be denied the right to act by written consent. The Texas Charter allows the shareholders to act by written consent in lieu of a meeting, but only if the written consent is signed by the holders of all of the shares entitled to vote on the question before the shareholders.

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Amending the Charter. The Delaware Charter requires the affirmative vote of the holders of two-thirds of all outstanding shares entitled to vote on directors, voting as a single class, to approve certain specified amendments of the Delaware Charter. The TBOC uses a default standard of approval by two-thirds of all outstanding shares entitled to vote on the matter for the approval of any Charter amendment; however, the Texas Charter varies from these default standards and may be amended by a majority of the shares outstanding (or, if the TBOC permits, a majority of the votes cast for or against a proposal at a shareholder meeting where a quorum is present), voting as a single class.

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Interested party transactions. Both the DGCL and TBOC have similar provisions regarding the approval by a corporation of a transaction in which an officer, director, or shareholder has a material interest. Under both statutes, if the interest of the interested person is fully disclosed and the transaction is approved by majority vote of the disinterested directors, a committee of disinterested directors, or the disinterested shareholders, or if the transaction is entirely fair to the corporation, then the transaction is neither void nor voidable. The Delaware Charter is silent on this point, relying on the DGCL’s statutory provisions. The Texas Charter includes a paragraph making it clear that (a) a properly disclosed and approved interested-party transaction is not affected or invalidated by the fact of the interested nature of one of the officers, directors, or shareholders of the Company, and (b) damages to the Company may not be imposed upon the interested director, officer, or shareholder solely by reason of the interested nature of the transaction or such person’s vote, action, or presence as long as the interested person’s interest in the transaction was fully disclosed.

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Exculpation from monetary damages. Both the DGCL and the TBOC permit a corporation to provide in its Charter that an officer or director is not liable for monetary damages for certain breaches of fiduciary duty not including the duty of loyalty, actions taken in bad faith, or certain other specified actions. The Delaware Charter includes an exculpation provision that applies only to directors of the Company. The Texas Charter broadens the exculpation provision to cover both officers and directors of the Company.

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Forum Selection and Jury Trial Waiver. The Delaware Charter includes provisions requiring certain types of claims against the Company and its officers and directors to be brought in the Court of Chancery of the State of Delaware. The Texas Charter mirrors the language of the Delaware Charter, except that it selects the Business Court in the First Business Division of the State of Texas as the forum for most corporate disputes. The exclusive forum provisions in both the Delaware and Texas Charters do not apply to any direct claims under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended. While the Texas Charter includes a waiver of the right to a jury trial concerning any internal entity claim (as such term is used in the TBOC), the Delaware Charter did not include any such waiver, but most litigation in Delaware was expected to be in the Delaware Court of Chancery which does not provide for jury trials.

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Ownership Threshold to Institute Derivative Proceedings. The DGCL allows any shareholder, regardless of ownership percentage, to bring a derivative suit. The TBOC allows corporations to adopt a minimum threshold, not to exceed 3% of outstanding shares, needed in order to institute derivative proceedings. The Board recommends adopting this 3% minimum threshold in the Texas Charter, and additionally prohibiting shareholders from bringing a derivative proceeding based on pre-conversion acts of the Corporation (i.e., the Corporation Delaware-era conduct) unless the shareholder was an equity owner of the Corporation at the time of the act and remains an equity owner throughout the course of the proceedings, and fairly and adequately represents the Corporation’s interests.

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Ownership Threshold for Shareholder Proposals. The Board is recommending that the shareholders adopt the Texas Charter which would include an election for the Corporation to be governed by Section 21.373 of the TBOC, which, except for director nominations and procedural resolutions ancillary to the conduct of a meeting, would prohibit a shareholder or group of shareholders from submitting a proposal for approval at a shareholders’ meeting unless they hold voting shares equal to at least $1 million in market value or 3% of the Corporation’s voting shares, continuously for at least six months before and throughout the meeting, and solicit holders of at least 67% of the voting power of shares entitled to vote on the proposal. Information about the process by which shareholders may submit such a proposal, including how shareholders may contact other shareholders to satisfy these ownership requirements, are set forth under the heading “QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING—When are stockholder proposals and director nominations due for next year’s Annual Meeting?”

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These thresholds are a substantial increase over the SEC Rule 14a-8, which are adopted in the Delaware Bylaws, whose eligibility tiers range from roughly $2,000 to $25,000 in market value depending on holding period, and which contains no solicitation requirement.

Key differences between the Texas Bylaws and the Delaware Bylaws are summarized below:

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Who can call a special meeting of shareholders? The Delaware Bylaws permit only the Chairman of the Board, the Chief Executive Officer, or a majority of the Board to call a special meeting of shareholders. Pursuant to the requirements of the TBOC, a corporation cannot prohibit its shareholders from calling a special meeting, and the number of shares required to call such a meeting may be set between 10% and 50% of the number of shares entitled to vote at the meeting. The Texas Bylaws permit the Chairman of the Board, the Chief Executive Officer, or holders of at least 50% of all shares entitled to vote at the proposed meeting to call a special meeting of the shareholders.

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Notice of shareholder meetings involving a fundamental business transaction; voting threshold. Under both the Delaware and Texas Bylaws, shareholders are entitled to notice not less than 10 nor more than 60 days prior to the date of a meeting of shareholders. Pursuant to a requirement of the TBOC, the Texas Bylaws provide that if a shareholders’ meeting involves a “fundamental business transaction” (as defined in the TBOC), every shareholder (regardless of voting rights) must be given notice no later than 21 days prior to the meeting. Examples of fundamental business transactions include mergers, stock exchanges, conversions, and sales of all or substantially all of the corporation’s assets outside the usual and regular course of the corporation’s business. Under the DGCL, certain transactions that would constitute fundamental business transactions as defined in the TBOC require approval by a majority of all outstanding shares of the class entitled to vote thereon unless a different voting threshold is provided in the Bylaws or Charter and permits the Corporation to waive the class-by-class share voting requirement for any matters, including fundamental business transactions. The Delaware Bylaws do not alter this voting threshold. Under the TBOC, fundamental business transactions require approval by two-thirds of all outstanding shares (compared to the majority standard under the DGCL) unless a different voting threshold is provided in the Bylaws or Charter. The Texas Charter alters this voting threshold, so that a majority of all outstanding shares entitled to vote (or if permitted by the TBOC, then a majority of votes cast for or against), as a single class, would be required to approve a fundamental business transaction following the Texas Conversion.

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Durability of proxies. The Delaware Bylaws provide that a proxy to vote a shareholder’s shares can remain in effect for up to three years. Pursuant to the TBOC, the Texas Bylaws reduce that period to 11 months. Under both sets of Bylaws, however, a written proxy may include affirmative language specifying that the proxy will remain in effect for a longer period of time.

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Action by written consent. The Delaware Bylaws prohibit the shareholders from acting by written consent in lieu of a meeting. Pursuant to the TBOC, shareholders may not be denied the right to act by written consent. The Texas Bylaws allow the shareholders to act by written consent in lieu of a meeting, but only if the written consent is signed by the holders of all of the shares entitled to vote on the question before the shareholders.

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Filling board vacancies. The Delaware Bylaws permit the Board to fill any vacancies on the Board, whether caused by an increase in the number of directors on the Board or by a director’s death, resignation, retirement, disqualification, or removal. The Texas Bylaws (a) permit the shareholders, voting at an annual or special meeting, to fill vacancies arising from an increase in the number of directors, (b) permit the Board to fill up to two such vacancies during the period between two successive annual meetings of the shareholders (with any director appointed by the Board in this circumstance being subject to election by the shareholders at the next meeting of shareholders at which directors are elected), and (c) permit the Board to fill vacancies arising as a result of a director’s death, resignation, retirement, disqualification, or removal (with any director appointed by the Board in this circumstance holding office for the remainder of the full term of the director replaced by such appointment).

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Right to advancement. The Delaware Bylaws provide that the Company may advance expenses to a person subject to indemnification by the Company if the indemnitee provides a written undertaking to repay the advances if it is ultimately determined that the indemnitee was not entitled to be indemnified by the Company. Pursuant to the TBOC, the Texas Bylaws include a similar written undertaking requirement but add that the undertaking must include the indemnitee’s affirmation of a good faith belief that he or she met the standard of conduct necessary for indemnification under the TBOC.

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Certain shareholder notice situations. Based on differences between the TBOC and DGCL, the Texas Bylaws have removed three technical provisions that the Delaware Bylaws include with respect to shareholder notices. The Delaware Bylaws include the following provisions that are not included in the Texas Bylaws:

A single notice provided to multiple shareholders who share an address is sufficient if consented to by such shareholders.

A notice that is otherwise required to be given to all shareholders is not rendered ineffective if the Company fails to deliver the notice to any shareholder with whom communication is unlawful.

The Company is not required to give notice to any shareholder to whom (1) notices of two consecutive annual meetings of shareholders and all intervening meetings of shareholders, and (2) all, and at least two, payments of dividends or interest on securities during a 12-month period, were given at the shareholder’s address shown on the Company’s records and returned undeliverable. Any such shareholder may reinstate such shareholder’s right to receive notice by providing the Company with the shareholder’s current address.

Comparison of Shareholder Rights under Delaware and Texas Law

The rights of our shareholders are currently governed by the DGCL, Delaware case law, the Delaware Charter, and the Delaware Bylaws. Following completion of the Texas Conversion, the rights of our shareholders will be governed by the TBOC, Texas case law, the Texas Charter, and the Texas Bylaws.

The Board has found that the corporate laws of Texas and of Delaware are substantially equivalent, at least on net (i.e., balancing relevant considerations against one another) and as relevant to the Company.

In addition to the differences pointed out under “Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws,” above, the following list includes some of the key distinctions between the DGCL and TBOC:

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Supermajority threshold. When it specifies a supermajority voting requirement in various circumstances, the DGCL typically requires approval by a majority of the outstanding shares eligible to vote on a matter. The TBOC, in contrast, typically requires approval by two-thirds of the outstanding shares eligible to vote on a matter that requires supermajority approval. In both states, this voting threshold can be altered through language included in the Charter or Bylaws.

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Records inspection. Under the DGCL, any shareholder may inspect, and make copies and extracts from, a Delaware corporation’s books and records during normal business hours for any proper purpose upon written demand under oath stating the purpose of the inspection. Under the TBOC, a shareholder may inspect a Texas corporation’s books and records during normal business hours upon written demand stating a proper purpose if the shareholder holds at least 5% of the outstanding shares of the corporation’s stock or has been a holder of shares for at least six months prior to making the demand. In Texas, inspection demands brought by a shareholder or its affiliate in connection with an active derivative proceeding or civil lawsuit are not considered brought for a “proper purpose” and would require those shareholders proceed through normal channels of discovery in connection with the proceedings.

●

Interested party transactions. Both the DGCL and the TBOC have statutory provisions allowing a fully informed vote of the disinterested directors, a committee of disinterested directors, or the disinterested shareholders (i.e., those directors or shareholders without an interest in the transaction and not otherwise beholden to any directors, officers, or shareholders who do have an interest in the transaction) to approve a transaction in which an officer, director, or shareholder has a personal interest. Such approval, or proof that the transaction was fair to the corporation and its shareholders, renders an interested-party transaction not void or voidable. The TBOC differs from the DGCL’s interested party transaction statute in that it expressly provides that if at least one of the conditions for approval of the transaction is satisfied, neither the corporation nor any of the corporation’s shareholders will have a cause of action against any of the corporation’s directors or officers for breach of duty with respect to the making, authorization, or performance of the contract or transaction because the person had an applicable relationship or interest.

●

Elements for directors to consider in exercising fiduciary duties. Delaware case law provides that fiduciary duties in most circumstances require directors to seek to maximize the value of the corporation for the long-term benefit of the shareholders. The DGCL does not provide directors authority to consider other constituencies or other types of benefits for the corporation’s shareholders. The TBOC, in contrast, permits directors in discharging their fiduciary duties to consider the long-term and short-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the continued independence of the corporation. Directors and officers of a Texas corporation are entitled to consider any social purpose specified in the corporation’s certificate of formation and, regardless of such specified social purposes, the TBOC states that it does not prohibit or limit a director or officer of a corporation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose.

The preceding list does not provide a complete description of the differences that may affect you. This summary is qualified in its entirety by reference to the TBOC and DGCL, the Delaware Charter and Delaware Bylaws, the Texas Charter and Texas Bylaws, and the body of case law in both jurisdictions, and some of the differences in the legal considerations below may not affect you in light of the provisions of the Texas Charter and Texas Bylaws, which opt in to certain determinations as permitted under the TBOC.

What Doesn’t Change After Texas Conversion?

Apart from being governed by the Texas Charter, Texas Bylaws and the TBOC, following completion of the Texas Conversion, the Company will continue to exist in the form of a Texas corporation and cease to exist as a Delaware corporation. By virtue of the Texas Conversion, the Company will be a continuation of the Delaware Corporation and all of the rights, privileges, and powers of the Delaware Corporation, and all property, real, personal, and mixed, and all debts due to the Delaware Corporation, as well as all other things and causes of action belonging to the Delaware Corporation, will remain vested in the Company and will be the property of the Company, and the title to any real property vested by deed or otherwise in the Delaware Corporation will not revert or be in any way impaired by reason of the conversion, but all rights of creditors and all liens upon any property of the Delaware Corporation will be preserved unimpaired. In addition, all debts, liabilities, and duties of the Delaware Corporation will remain attached to the Company and may be enforced against the Company to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a Texas corporation. The rights, privileges, powers and interest in property of the Delaware Corporation, as well as the debts, liabilities and duties of the Delaware Corporation, will not be deemed, as a consequence of the Texas Conversion, to have been transferred to the Company for any purpose of the laws of the State of Delaware.

The conversion of the Delaware Corporation into the Texas Corporation and the resulting cessation of the Company’s existence as a corporation of Delaware will not affect any obligations or liabilities of the Company incurred prior to the conversion or the personal liability of any person incurred prior to the conversion, nor will it affect the choice of law governing the conduct of directors and officers of the Company for pre-conversion periods.

No Change in Business, Jobs or Physical Location

The Texas Conversion will not result in any change in business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Texas Conversion ). We intend to maintain our corporate headquarters in Texas.

Our management, including all directors and officers, will remain the same in connection with the Texas Conversion and will have identical positions upon completion of the Texas Conversion. To the extent that the Texas Conversion will require the consent or waiver of a third party, the Company will use commercially reasonable efforts to obtain such consent or waiver before completing the Texas Conversion. The Company does not expect that any such required consent will impede its ability to redomesticate to Texas. The Texas Conversion will not otherwise adversely affect any of the Company’s material contracts with any third parties and the Company’s rights and obligations under such material contractual arrangements will continue as rights and obligations of the Texas Corporation.

No Securities Act Consequences

We will continue to be a publicly held company following completion of the Texas Conversion, and our common stock will continue to be listed on The Nasdaq Capital Market and traded under the symbol “STI.” We will continue to file required periodic reports and other documents with the SEC. We do not expect there to be any interruption in the trading of our common stock as a result of the Texas Conversion. We and our shareholders will be in the same respective positions under the federal securities laws after the Texas Conversion as we and our shareholders were prior to the Texas Conversion.

No Material Accounting Implications

Effecting the Texas Conversion will not have any material adverse accounting implications.

No Exchange of Stock Certificates Required

Shareholders will not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding share of Delaware Corporation Common Stock will automatically be converted into one share of Texas Corporation Common Stock, and your stock certificates will represent the same number of shares of the Texas corporation as they represented of the Delaware corporation. If you hold physical stock certificates, you do not have to exchange your existing stock certificates of the Company for stock certificates of the Texas Corporation.

All of the Company’s obligations under the Company’s equity compensation plans will be obligations of the Texas Corporation. Each outstanding option to purchase shares of Delaware Corporation Common Stock under these plans will be converted into an option to purchase an equal number of shares of the Texas Corporation Common Stock on the same terms and conditions as in effect immediately prior to the Texas Conversion. Each other stock award will be converted to an equivalent award with the same terms issued by the Texas Corporation.

No Change in Number of Directors

As of the date of this Proxy Statement, the Board consists of seven directors. The Delaware Charter provides for an initial board of seven directors, but such number may be changed by action of the Board, and the Texas Charter will provide the same.

Material U.S. Federal Income Tax Consequences of the Reincorporation to U.S. Holders

Certain Federal Income Tax Consequences

We believe that for federal income tax purposes no gain or loss will be recognized by the Company, the Texas Corporation, or the shareholders of the Company who receive the Texas Corporation Common Stock for their Delaware Corporation Common Stock in connection with the Texas Conversion. The aggregate tax basis of the Texas Corporation Common Stock received by a shareholder of the Company as a result of the Texas Conversion will be the same as the aggregate tax basis of the Delaware Corporation Common Stock converted into that Texas Corporation Common Stock held by that shareholder as a capital asset at the time of the Texas Conversion. Each shareholder’s holding period of the Texas Corporation Common Stock received in the Texas Conversion will include the holding period of the common stock converted into that Texas Corporation Common Stock, provided the shares are held by such shareholder as a capital asset at the time of the Texas Conversion.

This Proxy Statement only discusses U.S. federal income tax consequences and has done so only for general information. It does not address all of the U.S. federal income tax consequences that may be relevant to particular shareholders based upon individual circumstances or to shareholders who are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, shareholders who hold their stock through a partnership or as part of a straddle or other derivative arrangement, foreign holders or holders who acquired their shares as compensation, whether through employee stock options or otherwise. This Proxy Statement does not address the tax consequences under state, local or foreign laws. State, local or foreign income tax consequences to shareholders may vary from the federal income tax consequences described above, and shareholders are urged to consult their own tax advisors as to the consequences to them of the Texas Conversion under all applicable tax laws.

This discussion is based on the U.S. Internal Revenue Code (the “Tax Code”), applicable Treasury Regulations, judicial authority and administrative rulings and practice, all in effect as of the date of this Proxy Statement, all of which are subject to differing interpretations and change, possibly with retroactive effect. The Company has neither requested nor received a tax opinion from legal counsel or rulings from the Internal Revenue Service regarding the consequences of the Reincorporation. There can be no assurance that future legislation, regulations, administrative rulings or court decisions would not alter the consequences discussed above.

You should consult your own tax advisor to determine the particular tax consequences to you of the Texas Conversion, including the applicability and effect of U.S. federal, state, local, foreign and other tax laws.

Additional Information

Regulatory Matters

No Appraisal Rights

Under the DGCL, holders of our common stock are not entitled to appraisal rights with respect to the Texas Conversion described in this proposal. We have no holders of preferred stock.

Interest of Certain Persons

The Board considered whether incorporating in Texas would convey any non-ratable benefits on any of the Company’s directors or officers. Its process did not identify any such non-ratable benefits.

Conclusion

After careful review of all of the factors, taken together, the Board believe that the Texas Conversion is in the best interests of the Company and all of its shareholders, and the Board recommends that shareholders vote “FOR” the Texas Conversion.

Effect of Not Obtaining the Required Vote for Approval

If the Texas Conversion Proposal fails to obtain the requisite vote for approval, the Texas Conversion will not be consummated, and the Company’s domicile will be unchanged by this vote.

Required Vote

We ask our shareholders to approve the Texas Conversion and the adoption of the Texas Conversion Resolution. This proposal to approve the Texas Conversion and the adoption of the Texas Conversion Resolution requires the affirmative vote of two-thirds (2/3) of the outstanding shares of stock of the Company entitled to vote thereon.

With respect to approval of the Texas Conversion and the adoption of the Texas Conversion Resolution, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as votes against the Conversion Proposal. Brokers do not have discretion to vote on the proposal to approve the Texas Conversion. Broker non-votes will have the same effect as votes against the Conversion Proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE CONVERSION PROPOSAL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Common Shares as of September 14, 2026 by:

	●	each person known by the Company to be the beneficial owner of more than 5% of outstanding Common Shares;

	●	each of the Company’s named executive officers and directors; and

	●	all executive officers and directors of the Company as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant or vesting of an RSU) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. The information set forth in the table below is based on 8,726,808 shares of common stock outstanding as of September 14, 2026.

To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed below is 1900 N. Pearl Street, Suite 1750, Dallas, TX 75201.

Name and Address of Beneficial Owner	Beneficial Ownership		Percent of Class
More than 5% Beneficial Owners
Henry Ikezi⁽¹⁾		3,293,276		37.7
Global Graphene Group, Inc.⁽²⁾		1,569,695		18.0
Alyeska Master Fund, L.P.⁽³⁾		678,788		7.8
Named Executive Officers and Directors
Dr. Bor Jang⁽²⁾		—		—
Jaymes Winters		4,709		*
Vlad Prantsevich		3,455		*
Karin-Joyce (KJ) Tjon		45,200		*
John Davis		20,085		*
Mark Schwartz		—		—
Kimi L. Ellen		—		—
Dante W. Robinson		—		—
Dr. Songhai Chai		—		—
All executive officers and directors as a group (9 persons)		73,449		*

*	Denotes beneficial ownership of less than 1% of our outstanding shares of common stock.

(1)

Based on a Schedule 13D/A filed by Henry Ikezi, Madison Bond LLC, Bayside Project LLC and FUN Investment Homes LLC on August 14, 2026 (the “Ikezi Schedule 13D/A”). Includes 2,544,329 shares of Common Stock held of record by Madison Bond LLC, 511,310 shares of Common Stock held of record by Bayside Project LLC, and 237,637 shares of Common Stock held of record by FUN Investment Homes LLC. Mr. Ikezi is the Manager of FUN Investment Homes, LLC, which is the Manager of Madison Bond LLC. Mr. Ikezi is the Manager of Bayside Project LLC. Based on the Ikezi Schedule 13D/A, Mr. Ikezi is deemed to have shared voting and dispositive power with respect to the shares held by Mr. Ikezi, Madison Bond LLC, Bayside Project LLC and FUN Investment Homes LLC. The principal business address is 2 Penn Plaza 31^st Floor, New York, NY, 10121.

(2)	Based on a Schedule 13D/A filed by Global Graphene Group, Inc. (“G3”) on June 5, 2026 (the “G3 Schedule 13D/A”). G3 is managed by a board of directors consisting of Dr. Jang, Dr. Zhamu, Henry Wang, Max Wu, Wei Hsu, Hyun Yeo and James Vance. Any action by G3 with respect to the shares of Solidion, including voting and dispositive decisions, requires a majority vote of the members of the board of managers of G3. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of G3’s directors, none of the directors is deemed to be a beneficial owner of shares of Solidion, even those in which any director holds a pecuniary interest. Dr. Jang is a Solidion director and our Chief Science Officer. Based on the G3 Schedule 13D/A, G3 is deemed to have sole voting and dispositive power with respect to the shares held by G3. The principal business address is 1240 McCook Ave, Dayton, OH 45404.

(3)	Based on a Schedule 13G filed by Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh on August 14, 2026 (the “Alyeska Schedule 13G”). Consists of 678,788 shares of Common Stock. No Pre-Funded Warrants have been exercised, and the beneficial ownership limitation applicable to the Pre-Funded Warrants was 9.99% elected at issuance, but the holder has since notified the Company of its election to reduce such limitation to 4.99%. As a result, beneficial ownership reported in the table above excludes all 1,583,000 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants because they are in excess of the currently applicable beneficial ownership limitation. Based on the Alyeska Schedule 13G, Alyeska Investment Group, L.P. is the investment manager of Alyeska Master Fund, L.P. (“Alyeska”) and has voting and investment control of the shares of Common Stock held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares of Common Stock. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago, IL 60601.

EXECUTIVE AND DIRECTOR COMPENSATION

Unless the context otherwise requires, all references in this “Executive and Director Compensation” section to “we,” “us,” “our,” “Solidion,” or the “Company” refer to Solidion Technology, Inc. prior to the consummation of the business combination.

This discussion may contain forward-looking statements that are based on Solidion’s current plans, considerations, expectations, and determinations regarding future compensation programs. Share amounts presented for periods prior to the Reverse Stock Split have been retroactively converted to reflect the Reverse Stock Split.

As an emerging growth company, Solidion has elected to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as defined under the Exchange Act, which require compensation disclosure for our principal executive officer and the two other most highly compensated executive officers. The Company has voluntarily included all four of its executive officers in the table below. Solidion’s named executive officers for the year ended December 31, 2025 were:

	●	Jaymes Winters, Solidion’s Chief Executive Officer;

	●	Vlad Prantsevich, Solidion’s Chief Financial Officer;

	●	Songhai Chai, Solidion’s Chief Technology Officer.

	●	Dr. Bor Jang, Solidion’s Chief Science Officer;

Summary Compensation Table

The following table sets forth information concerning the compensation earned for services rendered to us for the fiscal years ended December 31, 2025 and 2024 of our named executive officers as determined in accordance with SEC rules.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Total ($)
Jaymes Winters		2025		300,000										300,000
Chief Executive Officer		2024		300,000		40,000		—		—		—		340,000
Songhai Chai		2025		225,000		99,041								324,041
Chief Technology Officer		2024		130,000		—		—		—		—		130,000
Vlad Prantsevich		2025		225,000										225,000
Chief Financial Officer		2024		225,000		40,000		—		—		—		265,000
Dr. Bor Jang		2025		200,900		63,936								264,836
Chief Science Officer		2024		140,000		—		—		—		—		140,000

Narrative Disclosure to Summary Compensation Table

Our compensation committee has historically determined the compensation of our named executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the compensation committee then approves the compensation of each executive officer after discussions without members of management present.

Base Salary

Base salaries for our named executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries are reviewed, determined, and approved periodically, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Executive Employment Arrangements

Mr. Winters and Mr. Prantsevich

We entered into employment agreements (the “Executive Employment Agreements”) with Jaymes Winters and Vlad Prantsevich, effective as of the Closing Date (the “Start Date”). Mr. Winters’ Executive Employment Agreement provides for an initial base salary of $300,000, and Mr. Prantsevich’s Executive Employment Agreement provides for an initial base salary of $225,000. Both Executive Employment Agreements include employment terms, and provide that the executive is eligible upon meeting certain conditions to receive a transition bonus, annual incentive bonus, a bonus based on certain stock rise targets, a bonus in connection with the Company achieving certain capital raise targets, a bonus in the event of an applicable sale of the Company, an initial and annual grant of shares of the Company’s common stock, and warrants to purchase shares of the Company’s common stock. The Employment Agreements are included in the Annual Report on Form 10-K and are available at www.proxyvote.com.

Each executive is also subject to confidentiality and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months post-employment non-competition and non-solicitation of employees and customer provisions.

Dr. Jang and Dr. Chai

On February 10, 2025 (the “Signing Date”), the Company entered into employment agreements with each of Dr. Jang (the “Jang Employment Agreement”) and Dr. Chai (the “Chai Employment Agreement” and, together with the Jang Employment Agreement, the “Employment Agreements”). The Compensation Committee of the Board (the “Compensation Committee”), which is made up entirely of independent directors in accordance with Nasdaq listing rules, approved the Company’s entry into the Employment Agreements.

The Jang Employment Agreement provides for a starting annual base salary of $200,900 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash. Under the Jang Employment Agreement, the parties acknowledge that Dr. Jang, with the Company’s consent, is employed in an executive capacity by Global Graphene Group, Inc. (“G3”) and also serves on G3’s board of directors. Dr. Jang represents and warrants that he will devote approximately seventy percent (70%) of his business time and efforts to the performance of duties assigned to him under the Jang Employment Agreement. Dr. Jang agrees he will not engage in any other paid work, other than his simultaneous employment by G3, unless he notifies the Board or its designee in advance of his intent to engage in other paid work and receives the express written consent of the Board or its designee to do so. G3 beneficially owns approximately 18.0% of the outstanding shares of common stock of the Company as of the date of this filing.

The Chai Employment Agreement provides for a starting annual base salary of $225,000 and an annual incentive opportunity discretionary bonus with a target set at 40% of base salary, and such bonus may be paid in cash, shares of stock, or a combination, although at least twenty-five percent must be paid in cash.

The Employment Agreements provide for an initial term of two years commencing on the Closing Date, subject to annual renewal for additional, successive one-year terms. The Employment Agreements provide for a one-time transition bonus to Dr. Jang and Dr. Chai in the amount of $63,936 and $99,041, respectively, less applicable withholdings and deductions, paid in a lump sum on the Signing Date.

The Employment Agreements generally provide for (i) the initial one-time grants to Dr. Jang and Dr. Chai of at-the-money warrants to purchase at least 8,000 and 4,000, respectively, shares of the Company’s common stock with an expiration on the fifth anniversary of the Closing Date; (ii) the initial one-time grants of 4,000 and 2,000, respectively, shares of unrestricted stock (“Unrestricted Stock”); and (iii) annually thereafter, the grant of 4,000 and, 2,000 shares of restricted stock (“Restricted Stock”) of the Company each year. The awards (i) will be subject to vesting on three equal installments on each of the first three anniversaries of the Closing Date, (ii) will be made pursuant to the terms and conditions of the Company’s 2023 Long-Term Incentive Plan (the “Plan”) and (iii) will be evidenced by an award agreement between the Company and the Executive, pursuant to the terms of the Plan. The Employment Agreements generally provide for the right to receive or participate in all employee benefit programs and perquisites established from time to time by the Company on a basis that is no less favorable than such programs and perquisites are provided by the Company to the Company’s other senior executives.

The Employment Agreements further provide that if either executive is terminated for any reason, the executive shall receive the following: (i) Executive’s Base Salary through and including the effective date of termination; (ii) payment for accrued unused vacation time, subject to the Company’s then current vacation policy; (iii) payment of any vested benefit; (iv) payment of Executive’s discretionary bonus for the prior fiscal year, to the extent not yet paid as of the termination date; (v) payment of a prorated discretionary bonus based on the number of days employed during the fiscal year, which shall be paid within sixty (60) days of the end of the Fiscal Year; and (vi) payment for unreimbursed business expenses.

The Employment Agreements further provide that if either executive is terminated by the Company without Cause (as defined in the Employment Agreements), by the Company by notice of non-renewal, or by the executive for Good Reason (as defined in the Employment Agreements), in addition to the payments set forth above, and provided the executive executes a release in the form attached to the Employment Agreements, the executive will be entitled to receive severance benefits that consist of: (i) 12 months of base salary immediately prior to the termination date, in the form of salary continuation; and (ii) 12 months of health insurance benefits continuation, or the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if the executive were then an active employee of the Company. Each executive is also subject to confidentiality and assignment of intellectual property provisions and certain restrictive covenants, including non-disparagement and twelve months post-employment non-competition and non-solicitation of employees and customer provisions.

There were no outstanding equity awards held by any of Solidion’s named executive officers as of December 31, 2025. Accordingly, we have not provided an Outstanding Equity Awards at Fiscal Year-End table in this proxy statement.

Employee Benefit Plans

Solidion Technology Inc. 2023 Equity Incentive Plan

The Company has an incentive equity plan, the 2023 Equity Incentive Plan (the “Incentive Plan”). Under the terms of the plan, Solidion’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards in the form of incentive stock options (“ISOs”) to employees and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

Eligibility. Solidion’s employees, consultants and directors, and employees and consultants of its affiliates, may be eligible to receive awards under the Incentive Plan.

Plan Administration. The board of directors of Solidion, or a duly authorized committee thereof, will have the authority to administer the Incentive Plan. The board of directors of Solidion may also delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the Incentive Plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the Incentive Plan. The plan administrator has the power to modify outstanding awards under the Incentive Plan. Subject to the terms of the Incentive Plan, the plan administrator also has the authority to reprice any outstanding option or stock award, cancel and re-grant any outstanding option or stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any materially adversely affected participant.

Share Reserve. The number of shares of common stock initially reserved for issuance under the Incentive Plan was 190,000. Shares subject to stock awards granted under the Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for future grants under the Incentive Plan. The Incentive Plan includes an evergreen provision that provides for an automatic annual increase to the number of shares of common stock available for future grants under the Incentive Plan on the first day of each fiscal year beginning with the 2024 fiscal year, equal to the least of (i) 190,000 shares of common stock, (ii) 5% of the total number of shares of common stock outstanding as of the last day of our immediately preceding fiscal year, or (iii) such lesser amount determined by the plan administrator. As of June 30, 2026, 38,000 shares have been granted under the Plan, of which 6,667 shares have been cancelled and returned to the Plan since its inception, and 483,575 shares remain available for future issuance. If the Equity Incentive Plan Proposal (Proposal No. 3) is approved by stockholders, the share reserve will be increased by 975,000 shares.

Award Types. The Incentive Plan provides for the grant of ISOs to employees and for the grant of NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the Incentive Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of common stock on the date of grant (however, a stock option may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the Incentive Plan, and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code). Options granted under the Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator determines the term of stock options granted under the Incentive Plan, up to a maximum of ten years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship ceases for any reason other than cause, the optionholder may generally exercise any vested options for a period of three (3) months following the cessation of service, but only within three (3) months following such termination, unless another period of time is provided in the applicable award agreement or other agreement, subject to the limitations in the Incentive Plan. The option term may be extended in the event that the exercise of the option following such a termination of service is prohibited by applicable securities laws or Solidion’s insider trading policy. Options generally terminate immediately upon the termination of an optionholder’s service for cause. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft, or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO and (v) other legal consideration approved by the plan administrator.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all stock plans maintained by Solidion may not exceed $100,000. Options or portions thereof that exceed such limit generally will be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of Solidion’s total combined voting power or that of any of Solidion’s affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Except as provided otherwise in the applicable award agreement, if a participant's service relationship ends for any reason, Solidion may receive through a forfeiture condition or a repurchase right any or all of the shares held by the participant under his or her restricted stock award that have not vested as of the date the participant terminates service.

Restricted Stock Unit Awards. Restricted stock units are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock units may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of common stock on the date of grant (however, a stock appreciation right may be granted with an exercise or strike price lower than 100% of the fair market value on the date of grant of such award if such award is granted pursuant to an assumption of or substitution for another option pursuant to a corporate transaction, as such term is defined in the Incentive Plan, and in a manner consistent with the provisions of Sections 409A). A stock appreciation right granted under the Incentive Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the performance period, the other terms and conditions of such Award, and the measure of whether and to what degree such performance goals have been attained will be determined by the Board.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid by Solidion to any individual for service as a non-employee director with respect to any calendar year (such period, the “annual period”), including stock awards and cash fees paid by Solidion to such non-employee director, will not exceed (i) $500,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the board of directors of Solidion during such annual period, $750,000 in total value. For purposes of these limitations, the value of any such stock awards is calculated based on the grant date fair value of such stock awards for financial reporting purposes.

Changes to Capital Structure. In the event there is a specified type of change in Solidion’s capital structure, such as a merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, appropriate adjustments will be made to (i) the class(es) and maximum number of shares of common stock subject to the Incentive Plan and the maximum number of shares by which the share reserve may annually increase; (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of common stock subject to outstanding awards.

Corporate Transactions. The following applies to stock awards under the Incentive Plan in the event of a corporate transaction, as defined in the Incentive Plan, unless otherwise provided in a participant’s stock award agreement or other written agreement with Solidion or unless otherwise expressly provided by the plan administrator at the time of grant. In the event of a corporate transaction, any stock awards outstanding under the Incentive Plan may be assumed, continued or substituted by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by Solidion with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate for no consideration if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by Solidion with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the plan administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate for no consideration if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by Solidion with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The plan administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants. In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value, at the effective time, to the excess (if any) of (1) the value of the property the participant would have received upon the exercise of the stock award over (2) any exercise price payable by such holder in connection with such exercise.

Change in Control. In the event of a change in control, as defined under the Incentive Plan, awards granted under the Incentive Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Amendment, Termination. The board of directors of Solidion will have the authority to amend, suspend, or terminate the Incentive Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted after the tenth anniversary of the date the Incentive Plan was adopted.

The Plan was adopted by the Board of Directors in December 2023 and the stockholders of Solidion adopted and approved the Plan.

The purpose of the Plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common stock through the granting of awards thereunder.

Director Compensation for Fiscal Year 2025

For fiscal year 2024, Solidion provided $5,000 of cash compensation to each of its non-employee directors.

Dr. Bor Jang, our Chief Science Officer, received no additional compensation for his service on the Board of Directors. Dr. Jang’s compensation is fully reflected in the Summary Compensation Table above.

For fiscal year 2025, Solidion provided the cash compensation shown in the table below in the column titled “Fees Earned or Paid in Cash” as cash retainers and issued 40,000 bonus shares of common stock to each of its non-employee directors for prior service. All of the directors are reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the Solidion board of directors.

The following table sets forth all information concerning all cash and non-cash compensation awarded to, earned by or paid to our non-employee directors during fiscal year 2025.

Non-Employee Director	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		Total ($)
John Davis		55,616		215,600		—		—		—		271,216
Karin-Joyce Tjon		55,616		215,600		—		—		—		271,216
Cynthia Ekberg Tsai⁽¹⁾		36,051		215,600		—		—		—		251,651

⁽¹⁾	Cynthia Ekberg Tsai resigned from the Board of Directors on September 3, 2025.

Director Fees and Arrangements

For fiscal year 2025, each non-employee director received quarterly cash compensation for committee service, as well as a one-time grant of 40,000 bonus shares of common stock in recognition of their prior board service from the closing of the business combination through one year thereafter.

In August 2026, the Board adopted a formal non-employee director compensation policy pursuant to which each non-employee director will receive (i) an annual grant of restricted stock units with a value of $100,000 (prorated for partial years of service), with the number of RSUs determined by dividing $100,000 by the closing price of the Company’s common stock on the business day immediately preceding the grant date, vesting in one-third increments on each of the first three anniversaries of the grant date, and (ii) quarterly cash compensation for committee service as follows: Audit Committee members receive $10,000 per quarter ($12,500 for the Chair); Compensation Committee and Nominating and Corporate Governance Committee members receive $5,000 per quarter ($6,000 for the respective Chairs). All directors are reimbursed for reasonable out-of-pocket expenses related to their board service.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2025, we believe that all of our officers, directors and greater than 10% beneficial owners timely filed all reports required by Section 16(a) of the Exchange Act.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, with Solidion’s directors and executive officers, including those discussed in the section entitled “Executive and Director Compensation,” the following sets forth transactions and series of similar transactions, since January 1, 2025, in which Solidion participated or will participate, in which (i) the amounts involved exceeded or will exceed $120,000, and (ii) any of Solidion’s then directors, executive officers, or holders of more than 5% of its capital stock at the time of such transaction, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

The following summarizes the terms of certain material agreements Solidion entered into with G3 in connection with the Closing pursuant to the Merger Agreement. Each such summary is qualified in its entirety by reference to the relevant agreement, the forms of which have been filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Contribution Agreement. HBC and G3 entered into the Contribution Agreement, dated as of February 2, 2024 (the “Contribution Agreement”), pursuant to which, among other things, G3 contributed and transferred to HBC all its right, title and interest in, to and under certain battery-related assets and HBC assumed certain related liabilities, as more specifically set forth thereunder.

Supply and License Agreement. HBC and G3 entered into the Supply and License Agreement, dated as of February 2, 2024 (the “SLA”), pursuant to which, among other things, G3 sells to and supplies from time to time HBC certain graphene and graphite products and G3 provides to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs, as more specifically set forth thereunder.

Shared Services Agreement. HBC and G3 entered into the Shared Services Agreement, dated as of February 2, 2024 (the “SSA”), pursuant to which, among other things, G3 continues to provide Solidion with certain operational and other support services, including assigning certain employees to work for Solidion to provide support to Solidion’s operations and sending its employees to Solidion on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space. In exchange for receipt of such services and uses, the SSA contemplates that the parties pay fees to each other, as more specifically set forth thereunder. For the year ended December 31, 2025, expenses incurred related to SSA services and SSA employees were $265,126 and $394,213, respectively. For the six months ended June 30, 2026, expenses incurred related to SSA services and SSA employees were $60,000 and $106,591, respectively. As of June 30, 2026, there were no amounts outstanding under the SSA.

Executive Officer and Director Compensation Arrangements. See “Executive Compensation” for information regarding compensation arrangements with the executive officers and directors of Solidion, which include, among other things, employment, termination of employment and change in control arrangements, stock awards and certain other benefits.

Director and Executive Officer Indemnification. Solidion’s second amended and restated certificate of incorporation and amended and restated Bylaws provide, for indemnification for its directors and executive officers to the fullest extent permitted by law. Solidion has entered into indemnification agreements with each of its directors and executive officers. Such agreements provide among other things, the officers and directors of Solidion with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted by law, including to the extent they serve at Solidion’s request as directors, officers, employees or other agents of any other affiliated entity, to the fullest extent permitted by law.

Warrant Conversion. On October 8, 2025 (the “Purchase Date”), Madison Bond LLC and Bayside Project LLC (together, the “Purchasers”) announced the purchase of all of the outstanding Series C and Series D Warrants (together, the “Warrants”) previously issued by the Company pursuant to the Securities Purchase Agreement, dated as of August 30, 2024 (the “Original Purchase Agreement”). Henry Ikezi beneficially owns approximately 37.7% of the Company’s outstanding common stock. Mr. Ikezi is the Manager of FUN Investment Homes, LLC, which is the Manager of Madison Bond LLC. Mr. Ikezi is the Manager of Bayside Project LLC. Mr. Ikezi does not serve on the Company’s Board of Directors and has no board representation. Immediately thereafter, the Company determined to invoke certain provisions in the Warrants and the Original Purchase Agreement in order to convert (the “Conversion”) all remaining unexercised portions of the Series C and Series D Warrants into shares of the Company’s common stock, at a ratio of 1 to 1, such that each outstanding Series C and Series D warrant was converted into one share of common stock. The Purchasers received 3,447,957 shares (the “Conversion Shares”) of the Company’s common stock in the Conversion and the Company cancelled all outstanding Series C and Series D Warrants.

Purchase Agreement Amendment. In connection with the Conversion, the Purchasers and the Company amended the Original Purchase Agreement to remove or modify certain financing restrictions, including limitations on future equity issuances and participation rights, subject to agreed-upon dilution protections.

Lock-up. In connection with the Conversion, the Purchasers have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, agree to offer or sell, solicit offers to purchase, convert, contract or agree to sell, pledge, encumber, assign, borrow, or otherwise dispose of, directly or indirectly, any shares of common stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of common stock if any, acquired during the Lock-Up Period (as defined below), the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise, or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 12 months after the October 21, 2025 (the “Lock-up Date,” and the period from the Lock-up Date until such date, the “Lock-Up Period”). The exceptions also generally include transfers (A) of no more than five percent (5%) of the total Lock-Up Shares in the aggregate taking into account all transfers during the Lock-Up Period (provided that total transfers during any period of five consecutive trading days shall not exceed five percent (5%) of the daily average trading volume of the common stock over the immediately preceding five trading days and (B) in connection with the pledge, hypothecation or other grant of a security interest in any Lock-Up Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Lock-Up Shares.

Madison Bond Promissory Notes. On May 7, 2026, the Company executed a promissory note with Madison Bond LLC in the amount of $75,000 in cash for working capital purposes. The note bears interest at 16% per annum and matures on August 7, 2026.

On May 11, 2026, the Company formalized the obligation through a promissory note with Madison Bond LLC related to the advance of $75,000 to the Company to fund legal fees incurred during the first quarter of 2026. The note bears no interest, matures on November 11, 2026, and requires a balloon payment for the entire principal at maturity.

As of June 30, 2026, an aggregate of $151,775 was outstanding under the two promissory notes with Madison Bond, consisting of $150,000 of principal and $1,775 of accrued interest.

Due to Related Party. At the time of the Closing, the Company had an outstanding payable related to the monthly administrative services support fees due to Mach FM Corp., an affiliate of Mach FM Acquisitions LLC, the sponsor of Nubia. This fee covered office space, utilities, and secretarial and administrative support to support Nubia’s operating activities. Amounts outstanding to Mach FM Corp. of $87,873 as of December 31, 2025 were repaid in full during the three months ended June 30, 2026.

Share Issuances. On October 9, 2025, the Company issued 40,000 bonus shares of common stock to each of its non-executive directors, John Davis and Karin-Joyce Tjon, and its former non-executive director Cynthia Ekberg Tsai. The issuances were in consideration of their prior board service from the closing of the Company’s business combination on February 2, 2024 until one year thereafter. The issuances were pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.

On October 9, 2025, the Company issued 450,000 shares of common stock to G3, pursuant to an “earn-out” provision in the Merger Agreement following the approval by the board of directors of the Company to deem the earn-out conditions satisfied in full in light of, among other things, the Company’s capital structure and the ongoing SSA between the Company and G3. Dr. Bor Jang is the Chief Science Officer of the Company and a Solidion director, as well as the Chairman of the Board of Directors and Chief Executive Officer of G3. The issuance was pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuance.

2026 Private Placement. On June 7, 2026, we entered into the 2026 Purchase Agreement with Alyeska Master Fund, L.P. (the “2026 Investor”), pursuant to which we agreed to issue and sell, in a private placement (the “2026 Private Placement”), (i) 750,000 shares of Common Stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of Common Stock at a purchase price of $14.9999 per pre-funded warrant. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent for the 2026 Private Placement. The closing of the 2026 Private Placement occurred on June 9, 2026. We received aggregate gross proceeds of approximately $34.99 million before deducting placement agent fees and related offering expenses. After deducting such fees and expenses, we received net proceeds of approximately $32 million, which we intend to use to support the commercialization of our patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building and testing of prototypes, and for working capital and general corporate purposes. In connection with the 2026 Private Placement, each of our directors, executive officers and holders of more than 10% of our Common Stock (on a fully diluted basis) entered into lock-up agreements restricting sales of our securities for forty-five (45) days following the effective date of this Registration Statement.

In connection with the 2026 Private Placement, the Company issued the Placement Agent Warrants to purchase up to 116,650 shares of Common Stock (representing 5% of the total securities sold at the closing of the 2026 Private Placement). The Placement Agent Warrants are immediately exercisable at an exercise price of $17.25 per share (equal to 115% of the purchase price per share in the 2026 Private Placement) and expire on the five-year anniversary of the date of the 2026 Purchase Agreement. The Placement Agent Warrants are subject to a 180-day lock-up from the date of the 2026 Purchase Agreement pursuant to FINRA Rule 5110(e)(1). The Placement Agent Warrants contain customary anti-dilution adjustments in the event of stock dividends, splits, reorganizations or similar events.

2026 Purchase Agreement Lock-Up. In connection with the 2026 Private Placement, each of the Company’s directors, executive officers and holders of more than 10% of the Company’s issued and outstanding Common Stock (on a fully diluted basis), entered into lock-up agreements (the “2026 Lock-Up Agreements”) providing for a lock-up period commencing on June 7, 2026 and ending forty-five (45) days following the effective date of this Registration Statement, during which time they have agreed not to offer for sale, sell, contract to sell, pledge or otherwise dispose of any of the Company’s Common Stock or securities convertible into the Company’s Common Stock, subject to certain exceptions, without the prior written consent of the Placement Agent.

Review, Approval and Ratification of Related Party Transactions.

The Company has adopted a Related Party Transactions Policy, pursuant to which the Audit Committee is responsible for reviewing and approving in advance any related party transactions. Under the policy, a ‘Related Party Transaction’ includes any transaction in which the Company is a participant and in which any director, director nominee, executive officer, beneficial owner of more than 5% of the Company’s voting securities, or any of their immediate family members, has a direct or indirect interest. The Audit Committee reviews and considers, among other factors, whether the transaction was undertaken in the ordinary course of business, the related party’s interest in the transaction, the benefits to the Company, whether comparable products or services were available from unrelated third parties, and the terms the Company could receive from an unrelated third party. The policy also provides for certain standing pre-approvals, including with respect to executive officer and director compensation reported in this proxy statement and indemnification pursuant to the Company’s organizational documents. All of the transactions described above were reviewed and approved or ratified by the Audit Committee or the independent members of our Board.

Conflicts Related to Other Business Activities.

The persons serving as our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to our shareholders and us as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or notify us by sending a written request to: Solidion Technology, Inc., 1900 N. Pearl Street, Suite 1750, Dallas, Texas 75201, Attn: Vlad Prantsevich, Chief Financial Officer or by contacting our Chief Financial Officer at (972) 918-5120.

Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

Vlad Prantsevich

Chief Financial Officer

September 23, 2026

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is available free of charge at the SEC’s web site at www.sec.gov.

Stockholders can also access this proxy statement and our Annual Report on Form 10-K at the investors section of our website at www.Solidiontech.com. A copy of our Annual Report on Form 10-K for the year ended December 31, 2025 is available without charge upon written request to: Solidion Technology, Inc., 1900 N. Pearl Street, Suite 1750, Dallas, Texas 75201, Attn: Vlad Prantsevich, Chief Financial Officer.

APPENDIX A

AMENDMENT NO. 1 TO THE 2023 EQUITY INCENTIVE PLAN

APPENDIX A

The Board of Directors of SOLIDION TECHNOLOGY, INC., a Delaware corporation, does hereby certify the amendment of the Solidion Technology, Inc. 2023 Equity Incentive Plan (the “Stock Plan”), effective September 23, 2026, subject to stockholders’ approval, as follows:

Section 2 of the Plan is deleted in its entirety and replaced with the following:

Shares Subject to the Plan.

(a)

Share Reserve. Subject to any adjustments as necessary to implement any Capitalization Adjustments and the provisions of 2(b), the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed an amount equal to 1,489,908 shares of Common Stock, after giving effect to the 1-for-50 reverse stock split effected by the Company on May 12, 2025 (the “2025 Reverse Split”).

(b)

Share Reserve Operation.

(i)

Automatic Share Reserve Increase. Subject to any adjustments as necessary to implement any Capitalization Adjustments, the number of shares of Common Stock available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2027 fiscal year, in an amount equal to the least of (1) 190,000 shares (after giving effect to the 2025 Reverse Split) of Common Stock, (2) a number of shares of Common Stock equal to five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (3) such number of shares of Common Stock determined by the Plan administrator no later than the last day of the immediately preceding fiscal year.

(ii)

Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued; and (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock).

(iii)

Reversion of Previously Issued Shares of Common Stock to Share Reserve. Any shares of Common Stock previously issued pursuant to an Award that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares of Common Stock and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan.

A-1