8-Kfiled October 15, 2025, 7:59 PM ETticker STICIK 0001881551
other materialconfidence highsentiment positivemateriality 0.75
Solidion Technology Inc. (STI): M&A transaction — Solidion eliminates 3.4M warrants and ~$10M derivative liabilities; investors convert to common with 12-month lock-up
Solidion Technology Inc.
Madison Bond LLC and Bayside Project LLC converted 3,447,957 Series C/D warrants into common stock at 1:1, now hold 47.5% of outstanding shares.
Approximately $10 million in derivative liabilities eliminated, strengthening balance sheet and simplifying financial reporting.
Investors agreed to a 12-month lock-up on converted shares, with limited exceptions (5% aggregate transfers permitted).
Company issued 40,000 bonus shares each to non-executive directors John Davis and Karin-Joyce Tjon, and 120,000 shares to non-executive employees.
Solidion applied to transfer listing to Nasdaq Capital Market after curing non-compliance with MVLS and MVPHS requirements.
Solidion Technology Inc. underwent a change of control involving Madison Bond LLC and Bayside Project LLC.
Action
change of control
Counterparty
Madison Bond LLC and Bayside Project LLC
Exact text from the filing
the Conversion was effected, which resulted in a change in control of the Company by virtue of holding approximately 47.5% of the Company’s issued and outstanding Common Stock and being the largest stockholder of the Company.
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