NUBIU Nubia Brand International Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

January 30, 2024

Date of Report (Date of earliest event reported)

 

Solidion Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41323		87-1993879
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

13355 Noel Rd, Suite 1100 Dallas, TX		75240
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (972) 918-5120

 

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STI		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

As previously disclosed by Solidion Technology Inc., f/k/a Nubia Brand International Corp. (the “Company”), with the Securities and Exchange Commission (the “SEC”), the Company’s warrants began trading on The Nasdaq Stock Market (“Nasdaq”) on March 11, 2022, under the symbol “NUBIW”. On January 30, 2024, pursuant to Nasdaq Listing Rule IM 5101-2, Nasdaq notified the Company that the Company’s warrants do not meet the minimum 400 round lot holder requirements for initial listing, as set forth in Nasdaq Listing Rule 5410(d). As a result, trading of the Company’s warrants on Nasdaq was suspended on January 31, 2024, and a Form 25-NSE will be filed by Nasdaq with the SEC, which will remove the warrants from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq’s determination regarding the warrants. 

 

The terms of the warrants are not affected by the delisting, and the warrants may still be exercised in accordance with their terms to purchase shares of the Company’s common stock.

 

The continued listing of the Company’s common stock, which trades on Nasdaq under the ticker symbol “STI,” is also not affected by the delisting of the warrants. 

 

Item 7.01. Regulation FD Disclosure.

 

On February 2, 2023, the Company issued a press release announcing that on February 2, 2024, it closed its previously announced business combination. The Company’s common stock began trading on The Nasdaq Global Market under the ticker symbols “STI” on February 5, 2023.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
99.1		Press Release, dated February 2, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 5, 2024
SOLIDION TECHNOLOGY INC.
By:	/s/ Jaymes Winters
Name:	Jaymes Winters
Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1 

 

Honeycomb Battery Company and Nubia Brand International Corp. Announce Closing of Business Combination

 

DALLAS, TX., Feb. 02, 2024 (GLOBE NEWSWIRE) -- Honeycomb Battery Company (“Honeycomb”), a leading battery materials supplier, today announced the completion of its previously announced business combination with Nubia Brand International Corp. (“Nubia”), a special purpose acquisition company led by an African-American/Latino sponsor group. The transaction was approved at a special meeting of Nubia’s stockholders on December 14, 2023.

 

Upon the completion of the business combination, the combined company was renamed Solidion Technology Inc. (“Solidion”). Beginning on Monday, February 5, 2024, Solidion’s common stock is expected to begin trading on the NASDAQ Global Market under the new ticker symbol “STI.”

 

Dr. Bor Jang, the Executive Chairman of Solidion, commented: “Today represents a momentous achievement for our company. Having developed a cost-effective process for mass-manufacturing green graphite anode materials from sustainable biomass sources, Solidion’s years of in-depth R&D and manufacturing experience in graphite and other anode and cathode materials put it in a unique position to capitalize on the rapidly changing EV battery materials market. As a public company with enhanced access to capital, we plan to continue building on our extensive battery IP portfolio to further expand the range of advanced battery materials we offer and help transform the EV battery space into a solid-state battery industry.”

 

Jaymes Winters, the Chief Executive Officer of Solidion, added: “We believe Honeycomb’s track record of performance and expertise in battery technologies, combined with the investment by Nubia and the continued acceleration of the EV battery market, will allow Solidion to extend its leading industry position, and we are looking forward to seeing what we can accomplish in this new phase of the company’s existence.”

 

Advisors

 

Arbor Lake Capital Inc. served as financial and capital markets advisor to Honeycomb. Benesch, Friedlander, Coplan & Aronoff LLP is serving as legal counsel to Honeycomb.

 

EF Hutton LLC, is serving as capital markets advisor to Nubia. Loeb & Loeb LLP is serving as legal counsel to Nubia.

 

About Solidion Technology, Inc.

 

Headquartered in Dallas, Texas with production facilities in Dayton, Ohio, Solidion’s core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems and electric vehicles for ground, air, and sea transportation. Recognized as a global IP leader in both the high-capacity anode and the high-energy solid-state battery, Solidion is uniquely positioned to offer two lines of battery products: (i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich all-solid-state lithium-ion cells (Gen 1), anodeless lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. Solidion’s solid-state batteries can be manufactured at scale using current lithium-ion cell production facilities; this feature enables fastest time-to-market of safe solid-state batteries. Solidion batteries are designed to deliver significantly extended EV range, improved battery safety, lower cost per KWh, fastest time-to-market, and next-gen cathodes (potential to replace expensive nickel and cobalt with sulfur (S) and other more abundant elements). For more information, visit www.solidiontech.com.

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Honeycomb and Nubia. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the lack of a third party valuation in determining to pursue the transaction, (ii) the effect of the announcement or closing of the transaction on Solidion’s business relationships, operating results and business generally, (iii) risks that the transaction disrupts current plans and operations of Solidion and potential difficulties in Solidion employee retention as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against Honeycomb or against Nubia related to the transaction, (v) the ability to maintain the listing of Solidion’s securities on a national securities exchange, (vi) volatility of the price of Solidion’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Solidion operates, variations in operating performance across competitors, changes in laws and regulations affecting Solidion’s business and changes in the combined capital structure, (vi) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (vii) the risk of downturns and a changing regulatory landscape in the highly competitive EV battery industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Nubia’s definitive proxy statement filed with the SEC November 8, 2023, and other documents filed by Solidion from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Solidion assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Solidion does not give any assurance that it will achieve its expectations.

 

Solidion Technology, Inc. Contacts

 

For Investors

 

ir@solidiontech.com

 

For Media

 

press@solidiontech.com

 

 

 

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Cover	Jan. 30, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 30, 2024
Entity File Number	001-41323
Entity Registrant Name	Solidion Technology Inc.
Entity Central Index Key	0001881551
Entity Tax Identification Number	87-1993879
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13355 Noel Rd
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	972
Local Phone Number	918-5120
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	STI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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