---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-011711"
form_type: "8-K"
ticker: "STI"
cik: "0001881551"
company_name: "Solidion Technology Inc."
filed_at: "2024-02-08T23:59:59+00:00"
generated_at: "2026-06-06T05:53:25.324140+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Solidion Technology completes merger with Honeycomb Battery; begins trading under STI

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-011711
- form_type: 8-K
- ticker: STI
- cik: 0001881551
- company_name: Solidion Technology Inc.
- filed_at: 2024-02-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 2.03, 3.03, 5.01, 5.03, 5.05, 5.06
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/ea193112-8k_solidiontech.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-011711
- JSON: https://secwatch.observer/filing/0001213900-24-011711.json
- Plain text: https://secwatch.observer/filing/0001213900-24-011711.txt

## Key facts
- Governance Changes
  Solidion Technology Inc.: Amended and Restated Bylaws adopted in connection with the business combination closing.
  - Change: bylaw amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm
- Governance Changes
  Solidion Technology Inc.: Nubia ceased being a shell company as a result of the Transactions.
  - Change: shell status
  source text: As a result of the Transactions, Nubia ceased being a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm
- Governance Changes
  Solidion Technology Inc.: Amended and Restated Certificate of Incorporation adopted in connection with the business combination closing.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881551/000121390024011711/0001213900-24-011711-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.