Nubia Brand International Corp. to acquire Honeycomb Battery Company in SPAC merger; 70M shares plus earnout

Solidion Technology Inc.

Merger consideration: 70M shares of common stock to Honeycomb shareholders at closing, plus up to 22.5M earnout shares tied to stock price thresholds ($12.50, $15.00, $25.00).
Nubia will change its name to Honeycomb Battery Company; Honeycomb will survive as a wholly-owned subsidiary.
Related agreements include Contribution, Supply and License, Shared Services, Support, and Lock-Up Agreements with Global Graphene Group (G3).
Closing conditions: stockholder approvals, Nasdaq listing, SEC clearance, no material adverse effect; outside termination date Sept 15, 2023.
Sponsor Mach FM Acquisitions LLC entered into Parent Support Agreement to vote in favor of the merger.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Solidion Technology Inc. entered into Merger Agreement with Honeycomb Battery Company, Nubia Merger Sub, Inc. (effective 2023-02-16).

Action: entry
Agreement: merger
Counterparty: Honeycomb Battery Company, Nubia Merger Sub, Inc.
Effective: 2023-02-16

Exact text from the filing

On February 16, 2023, Nubia Brand International Corp. (the “Registrant” or the “Nubia”) entered into a Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (the “Company” or “Honeycomb”) ), the Registrant, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of the Registrant, pursuant to which Merger Sub will merge with and into the Company

View on SEC.gov

154 material agreements filed in the last 30 days. Browse all material agreements →

Solidion Technology Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-012602

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.