Solidion Technology publie une lettre ouverte adressée aux actionnaires de Flux Power Inc. (NASDAQ : FLUX)

Solidion Technology has publicly proposed a non-binding, all-equity $4 million acquisition of Flux Power, arguing that Flux faces severe liquidity stress and likely shareholder dilution. Flux's FY2026 revenue fell approximately 37% to $42.1 million from $66.4 million, alongside a $7.4 million net loss, $5.9 million of negative operating cash flow, and only about $0.3 million of cash. Flux is in default under its Gibraltar Business Capital credit agreement and must raise at least $4 million of equity within 50 days, while Solidion says its offer may be below Flux's September 28 closing price but above the likely post-financing value; no definitive agreement is in place.

Analysis

FLUX equity is now a financing claim rather than a clean operating turnaround. The relevant valuation anchor is not the indicative transaction value but the conversion price, warrant coverage and discount required in any rescue financing; a deeply discounted raise can create a self-reinforcing selloff as new investors hedge or monetize immediately. The bidder’s public pressure increases the probability of a strategic process, but does not improve FLUX’s negotiating leverage while its near-term liquidity clock remains binding.

STI has asymmetric strategic optionality but limited near-term economic upside from a stock-funded acquisition of a distressed target. If it uses equity, STI shareholders absorb FLUX’s working-capital needs, customer-retention risk and potential creditor constraints precisely when Solidion’s own valuation depends on commercializing technology rather than adding low-margin manufacturing revenue. The likely second-order winner is FLUX’s secured lender, which can extract amendment economics or repayment priority; common equity holders are subordinated to that outcome.

Over the next days, expect event-driven volatility in FLUX around board response, financing disclosures and any revised proposal. Over 1-3 months, the critical catalyst is financing terms rather than a definitive merger agreement; a deal cannot be underwritten until treatment of Gibraltar’s debt, FLUX’s cash burn and required post-close capital are disclosed. The contrarian outcome is a competing bidder or customer-backed capital injection, but that requires evidence of strategic value sufficient to fund losses rather than merely acquire assets cheaply.

The public proposal is not a reliable floor because it is non-binding, all-stock and presented below the unaffected trading reference. A rejection followed by dilutive financing would validate the downside thesis; conversely, a cash offer, a lender forbearance extension without punitive equity terms, or a financing above market would falsify it.

Key Decisions for Investors

• Avoid long FLUX purely as merger-arbitrage: there is no binding cash consideration or stated exchange ratio to establish a floor. Reassess only after a definitive agreement or financing term sheet identifies price, warrant coverage and lender treatment.
• For event-driven books, maintain a small FLUX short/watch position only if borrow is available and sizing reflects squeeze risk from a competing bid; target catalyst is the financing deadline over the next 1-2 months. Cover on a disclosed cash bid, strategic equity financing at a premium, or lender waiver that removes immediate dilution risk.
• Do not add STI on the strategic narrative before transaction terms. If STI rallies on perceived asset acquisition benefits, consider a small short or FLUX/STI relative-value hedge only after an exchange ratio is announced; the thesis is that STI bears integration and recapitalization costs while target holders receive the optionality.
• Monitor SEC filings for FLUX’s equity raise structure, Gibraltar covenant amendments and customer backlog/order conversion. These are the gating variables for both residual equity value and whether any bidder can close without incremental capital.