Solidion Technology Inc. (STI): M&A transaction — Solidion Technology completes merger with Honeycomb Battery; begins trading under STI

Solidion Technology Inc.

Merger consideration $700M minus $2M tax lien; HBC stockholders received 69.8M shares.
Earnout potential: up to 22.5M additional shares if VWAP hits $12.50/$15.00/$25.00.
Post-transaction ownership: public ~2.8%, sponsor ~3.8%, former HBC holders ~85.3%.
Trust account ~$42.99M plus $897.5K convertible note used for expenses; cash to Combined Company.
Registration rights for 78.4M shares; lock-up and other customary agreements in place.

item 1.01 item 2.01 item 9.01 item 5.02 item 3.02 item 2.03 item 3.03 item 5.01 item 5.03 item 5.05 item 5.06

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Solidion Technology Inc.: Amended and Restated Bylaws adopted in connection with the business combination closing.

Change: bylaw amendment

Exact text from the filing

In connection with the Closing, the Combined Company adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Solidion Technology Inc.: Nubia ceased being a shell company as a result of the Transactions.

Change: shell status

Exact text from the filing

As a result of the Transactions, Nubia ceased being a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Solidion Technology Inc.: Amended and Restated Certificate of Incorporation adopted in connection with the business combination closing.

Change: charter amendment

Exact text from the filing

In connection with the Closing, the Combined Company adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Solidion Technology Inc.: New Code of Business Conduct and Ethics adopted on February 2, 2024 (effective 2024-02-02).

Change: code of ethics
Effective: 2024-02-02

Exact text from the filing

On February 2, 2024, the Nubia Board adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Solidion Technology Inc. underwent a change of control involving Honeycomb Battery Company (HBC), Nubia Brand International Corp., Nubia Merger Sub, Inc., Global Graphene Group, Inc., Arbor Lake Capital Inc. for $700,000,000 (closed 2024-02-02).

Action: change of control
Counterparty: Honeycomb Battery Company (HBC), Nubia Brand International Corp., Nubia Merger Sub, Inc., Global Graphene Group, Inc., Arbor Lake Capital Inc.
Consideration: $700,000,000
Closing: 2024-02-02

Exact text from the filing

to the terms of the Merger Agreement, the aggregate consideration paid to the stockholders of HBC pursuant to the Merger Agreement (the “Merger Consideration”) was equal to $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the federal tax lien (the “G3 Tax Lien”) filed against G3 (as defined below) in the Montgomery County Recorder’s

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51 governance changes filed in the last 30 days. Browse all governance changes →

Solidion Technology Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-011711

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