Amendment: SEC Form SCHEDULE 13D/A filed by Solidion Technology Inc.
$STI
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Solidion Technology, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
834212102 (CUSIP Number) |
Robert Crouch 1240 McCook Ave., Dayton, OH, 45404 (937) 331-9884 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 834212102 |
| 1 |
Name of reporting person
Global Graphene Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,340,013.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
49.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13: This calculation is based on 2,716,906 shares of Common Stock outstanding as of May 20, 2025 (as reported by the Issuer in its Quarterly Report on Form 10-Q filed on May 21, 2025 (the "2025Q1 Quarterly Report")).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Solidion Technology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1240 McCook Ave., Dayton,
OHIO
, 45404. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D") related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. On May 12, 2025, the Issuer effectuated a 1-for-50 reverse split of the Common Stock (the "Reverse Split"), resulting in proportionate adjustments to the number of shares of common stock beneficially owned by the Reporting Person. Accordingly, the securities reported on this Amendment No. 1 to Schedule 13D have been adjusted to reflect the Reverse Split. | ||
| Item 2. | Identity and Background | |
| (a) | Global Graphene Group, Inc. a Delaware corporation | |
| (b) | 1240 McCook Ave. Dayton, OH, 45404 | |
| (c) | None. | |
| (d) | None. | |
| (e) | None. | |
| (f) | United States | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Person beneficially owns 1,340,013 shares of Common Stock, which represents approximately 49.3% of the shares of Common Stock issued and outstanding. The percentage ownership calculation is based on 2,716,906 shares of Common Stock outstanding as of May 20, 2025, as reported in the 2025Q1 Quarterly Report. | |
| (b) | See Item 5(a) | |
| (c) | Other than as follows, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days:
Prior to the Reverse Split, (i) on April 25, 2025, the Reporting Person sold 301,100 shares of Common Stock at a price per share of $0.1094, (ii) on April 28, 2025, the Reporting Person sold 99,183 shares of Common Stock at a price per share of $0.1038 and (iii) on April 29, 2025, the Reporting Person sold 99,717 shares of Common Stock at a price per share of $0.1001, in each case, in one or more open market sales pursuant to Rule 144 under the Securities Act of 1933, as amended ("Rule 144").
After the Reverse Split, (i) on June 10, 2025, the Reporting Person sold 5,323 shares of Common Stock at a price per share of $3.4333, (ii) on June 11, 2025, the Reporting Person sold 746 shares of Common Stock at a price per share of $3.5105 and (iii) on June 13, 2025, the Reporting Person sold 5,018 shares of Common Stock at a price per share of $3.4000, in each case, in one or more open market sales pursuant to Rule 144. | |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of any of the shares of Common Stock reported in Item 5(a). | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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