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CIK | 1881551 |
SEC Filings
SEC Filings (Chronological Order)
September 8, 2025 |
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 Date of Report (Date of earliest event reported): September 3, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commis |
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August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC |
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August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 SOLIDION TECHNOLOGY, IN |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 SOLID |
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April 22, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): April 16, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissio |
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April 16, 2025 |
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 Date of Report (Date of earliest event reported): April 11, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissio |
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April 16, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): April 10, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissio |
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April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exac |
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April 16, 2025 |
Exhibit 19.1 Solidion Technology, Inc. Insider Trading Policy (Adopted February 2, 2024) I. Introduction This Insider Trading Policy (the “Policy”) describes the standards, policies and procedures of Solidion Technology, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company's securities or securities of certain other publicly traded companies while in posses |
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April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Common stock) 834212 110 (Warrants) (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition |
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March 5, 2025 |
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 Date of Report (Date of earliest event reported): March 5, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commission |
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February 14, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), between Solidion Technology, Inc. (the “Company”) and Songhai Chai (“Executive,” together with the Company, the “Parties” and, each, a “Party”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions |
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February 14, 2025 |
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 Date of Report (Date of earliest event reported): February 10, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commis |
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February 14, 2025 |
Employment Agreement, dated as of February 10, 2025, between Solidion Technology, Inc. and Bor Jang Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Effective Date”), between Solidion Technology, Inc. (the “Company”) and Bor Jang (“Executive,” together with the Company, the “Parties” and, each, a “Party”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set |
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February 6, 2025 |
As filed with the Securities and Exchange Commission on February 6, 2025 As filed with the Securities and Exchange Commission on February 6, 2025 Registration No. |
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February 3, 2025 |
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 Date of Report (Date of earliest event reported): January 29, 2025 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commiss |
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January 30, 2025 |
As filed with the Securities and Exchange Commission on January 29, 2025 As filed with the Securities and Exchange Commission on January 29, 2025 Registration No. |
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January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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December 17, 2024 |
As filed with the Securities and Exchange Commission on December 17, 2024 As filed with the Securities and Exchange Commission on December 17, 2024 Registration No. |
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November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 SOLIDION TECHNOLOGY |
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November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re |
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November 14, 2024 |
STI / Solidion Technology Inc. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorasti093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Solidion Technology Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 834212102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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November 8, 2024 |
As filed with the Securities and Exchange Commission on November 8, 2024 As filed with the Securities and Exchange Commission on November 8, 2024 Registration No. |
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October 22, 2024 |
As filed with the Securities and Exchange Commission on October 22, 2024 As filed with the Securities and Exchange Commission on October 22, 2024 Registration No. |
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October 7, 2024 |
As filed with the Securities and Exchange Commission on October 7, 2024 As filed with the Securities and Exchange Commission on October 7, 2024 Registration No. |
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October 2, 2024 |
As filed with the Securities and Exchange Commission on October 2, 2024 As filed with the Securities and Exchange Commission on October 2, 2024 Registration No. |
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October 2, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Solidion Technology, Inc. |
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September 16, 2024 |
Exhibit 10.2 STRICTLY PRIVATE AND CONFIDENTIAL September 11, 2024 Mr. Jaymes Winters Chief Executive Officer Solidion Technology, Inc. 13355 Noel Road, Suite 1100 Dallas, TX 75240 Dear Mr. Jaymes Winters: We are pleased that Solidion Technology, Inc., located at 13355 Noel Road, Suite 1100, Dallas, TX 75240, including its subsidiary companies (the “Company”) has decided to retain Arbor Lake Capita |
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September 16, 2024 |
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 Date of Report (Date of earliest event reported): August 29, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissi |
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September 16, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 29, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) an |
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September 10, 2024 |
STI / Solidion Technology Inc. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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September 6, 2024 |
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 Date of Report (Date of earliest event reported): August 30, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissi |
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September 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): August 27, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissi |
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August 30, 2024 |
Exhibit 4.1 [FORM OF SERIES C WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R |
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August 30, 2024 |
Exhibit 10.4 VOTING AGREEMENT VOTING AGREEMENT, dated as of [●], 2024 (this “Agreement”), by and between Solidion Technology Inc., a Delaware corporation with offices located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). WHEREAS, the Company and certain |
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August 30, 2024 |
Exhibit 4.3 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE |
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August 30, 2024 |
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 Date of Report (Date of earliest event reported): August 30, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissi |
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August 30, 2024 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2024, by and between the person or entity identified on the signature page hereto as the “Holder” (the “Holder”), and Solidion Technology, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement |
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August 30, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Solidion Technology, Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”). WHEREAS: A. In c |
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August 30, 2024 |
Solidion Technology, Inc. Announces Pricing of $4 Million Private Placement Exhibit 99.1 Solidion Technology, Inc. Announces Pricing of $4 Million Private Placement DALLAS, TEXAS, Aug. 30, 2024 (GLOBE NEWSWIRE) - Solidion Technology, Inc., (the “Company,” “Solidion,” “we,” “our” or “us”), an advanced battery technology solutions provider, today announced that it has entered into a securities purchase agreement with institutional investors to raise approximately $4 million |
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August 30, 2024 |
Exhibit 4.2 [FORM OF SERIES D WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R |
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August 30, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2024, by and among Solidion Technology Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). WHEREAS: |
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August 16, 2024 |
Solidion Technology Reports Results for Q2 2024 Exhibit 99.1 Contact: For Investors: [email protected] For Media: [email protected] www.solidiontech.com Solidion Technology Reports Results for Q2 2024 ● Net Income of approximately $22 Million and EPS of $0.23 primarily due to change in value of derivative liabilities ● $2.9 million loss from continuing operations Dallas, TX (August 13th, 2024) — Solidion Technology Inc. (“Solidion” or th |
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August 16, 2024 |
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 Date of Report (Date of earliest event reported): August 12, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissi |
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August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC |
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August 7, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 Date of Report (Date of earliest event reported): August 1, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissio |
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July 19, 2024 |
Filed Pursuant to Rule 424(b)(7) Registration No.: 333-278700 Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(7) (to Prospectus dated June 24, 2024) SOLIDION TECHNOLOGY, INC. Up to 41,066,656 Shares of Common Stock (Including up to 35,933,324 Shares of Common Stock Issuable Upon Exercise of Warrants) Offered by the Selling Securityholders This prospectus supplement updates and amends the |
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July 1, 2024 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): June 28, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commission |
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July 1, 2024 |
Solidion Announces Inclusion in Russell 3000® Index Exhibit 99.2 Solidion Announces Inclusion in Russell 3000® Index DALLAS, TEXAS, July 1st, 2024 (GLOBE NEWSWIRE) – Solidion Technology, Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions provider, today announced that the Company has been added to the broad-market Russell 3000® Index, effective as of market open today as part of the Russell Index’s annual rec |
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July 1, 2024 |
Sent via Electronic Delivery to: [email protected]; [email protected] Exhibit 99.1 Sent via Electronic Delivery to: [email protected]; [email protected] June 28, 2024 Mr. Jaymes Winters Chief Executive Officer Solidion Technology, Inc. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Re: Solidion Technology, Inc. (the “Company”) Nasdaq Symbol: STI Dear Mr. Winters: On May 30, 2024, Staff notified the Company that it no longer met the periodic filing requirement for The |
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June 24, 2024 |
Filed Pursuant to Rule 424(b)(8) Registration No.: 333-278700 Filed Pursuant to Rule 424(b)(8) Registration No.: 333-278700 PROSPECTUS SOLIDION TECHNOLOGY, INC. Up to 41,066,656 Shares of Common Stock (Including up to 35,933,324 Shares of Common Stock Issuable Upon Exercise of Warrants) This prospectus relates to the possible resale from time to time by the selling securityholders named herein of up to 41,066,656 shares of common stock, $0.001 par value per |
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June 18, 2024 |
STI / Solidion Technology Inc. / Meteora Capital, LLC - SCHEDULE 13G Passive Investment SC 13G 1 meteorasc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Solidion Technology Inc. (Name of Issuer) Common stock, par value $0.001 (Title of Class of Securities) 834212102 (CUSIP Number) June 18, 2024 (Date of Event which Requires Filing of this Statement) Check the appropr |
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June 18, 2024 |
EX-99.1 2 meteoraex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or reg |
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June 13, 2024 |
Solidion Technology, Inc. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Solidion Technology, Inc. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 VIA EDGAR June 13, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Solidion Technology, Inc. Registration Statement on Form S-1 File No. 333-278700 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solidion Technology |
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June 12, 2024 |
As filed with the Securities and Exchange Commission on June 12, 2024 As filed with the Securities and Exchange Commission on June 12, 2024 Registration No. |
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June 7, 2024 |
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 Date of Report (Date of earliest event reported): June 3, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commission |
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June 7, 2024 |
Solidion Technology Reports Results for Q1 2024 Exhibit 99.1 Solidion Technology Reports Results for Q1 2024 ● Successful completion of merger ● Shares commenced trading on Nasdaq Global Market Dallas, TX (June 7, 2024) — Solidion Technology Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions provider, today announced it has released financial and operating results for Solidion for the first quarter of 202 |
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June 7, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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June 7, 2024 |
Exhibit 99.2 Solidion Technology Announces Receipt of Expected Delinquency Notification Letter From Nasdaq Relating to Non-Compliance with Listing Rule 5250(c)(1) Dallas, TX (June 6, 2024) — On May 31, 2024, Solidion Technology, Inc. (the “Company”) received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq |
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June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 SOLIDION TECHNOLOGY, IN |
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May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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April 19, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 Date of Report (Date of earliest event reported): April 19, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commissio |
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April 19, 2024 |
Exhibit 16.1 April 19, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Solidion Technology, Inc. (f/k/a Nubia Brand International Corp.) under Item 4.01 of its Form 8-K dated April 19, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other st |
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April 15, 2024 |
As filed with the Securities and Exchange Commission on April 15, 2024 As filed with the Securities and Exchange Commission on April 15, 2024 Registration No. |
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April 15, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) Solidion Technology, Inc. |
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April 15, 2024 |
Exhibit 10.23 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 2, 2024, between Solidion Technology, Inc. (the “Company”) and Vlad Prantsevich (“Executive,” together with the Company, the “Parties” and, each, a “Party”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this |
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April 15, 2024 |
Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 2nd, 2024, between Solidion Technology, Inc. (the “Company”) and Jaymes Winters (“Executive,” together with the Company, the “Parties” and, each, a “Party”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this A |
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April 12, 2024 |
Solidion Technology Inc. Clawback Policy Exhibit 97 NUBIA BRAND INTERNATIONAL CORP. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a |
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April 12, 2024 |
Form of Audit Committee Charter Exhibit 99.1 SOLIDION TECHNOLOGY, INC. AUDIT COMMITTEE CHARTER ADOPTED AS OF FEBRUARY 2, 2024 I. Purpose of the Committee The purpose of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of Solidion Technology, Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and the audit of the financial statements |
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April 12, 2024 |
Form of Compensation Committee Charter Exhibit 99.2 SOLIDION TECHNOLOGY, INC. COMPENSATION COMMITTEE CHARTER ADOPTED AS OF FEBRUARY 2, 2024 I. Purpose of the Committee The purpose of the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Solidion Technology, Inc. (the “Company”) is to carry out the responsibilities delegated by the Board relating to the review and determination of executive compensation |
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April 12, 2024 |
Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of Solidion (formerly Nubia Brand International Corp.) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Charter, our Bylaws and the warrant-related documents described herein, each of which are incorporated by referenc |
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April 12, 2024 |
Exhibit 14 Solidion Technology, Inc. Code of Ethics and Business Conduct I. Purpose & Background Summary The Board of Directors (the “Board”) of Solidion Technology, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts o |
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April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exac |
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April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 834212 102 (Common stock) 834212 110 (Warrants) (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition |
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March 15, 2024 |
Exhibit 4.3 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE |
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March 15, 2024 |
Exhibit 4.1 [FORM OF SERIES A WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R |
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March 15, 2024 |
Solidion Technology, Inc. Announces Pricing of $3.85 Million Private Placement Exhibit 99.1 Solidion Technology, Inc. Announces Pricing of $3.85 Million Private Placement DALLAS, TEXAS, March 13, 2024 (GLOBE NEWSWIRE) - Solidion Technology, Inc., (the “Company,” "Solidion,” “we,” “our” or “us”), an advanced battery technology solutions provider, today announced that it has entered into a securities purchase agreement with institutional investors to raise approximately $3.85 |
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March 15, 2024 |
Exhibit 10.3 Final LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of March , 2024, by and between the person or entity identified on the signature page hereto as the “Holder” (the “Holder”), and Solidion Technology, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase |
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March 15, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March, 2024, by and among Solidion Technology, Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”). WHEREAS: A. In |
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March 15, 2024 |
Exhibit 10.4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March , 2024 (this “Agreement”), by and between Solidion Technology Inc., a Delaware corporation with offices located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). WHEREAS, the Company and certa |
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March 15, 2024 |
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 Date of Report (Date of earliest event reported): March 15, 2024 (March 13, 2024) SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorpor |
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March 15, 2024 |
Exhibit 4.2 [FORM OF SERIES B WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R |
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March 15, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2024, by and among Solidion Technology Inc., a Delaware corporation, with headquarters located at 13355 Noel Rd, Suite 1100, Dallas, Texas (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). WHER |
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February 14, 2024 |
SC 13G/A 1 nubia121424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NUBIA BRAND INTERNATIONAL CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67022R103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filin |
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February 13, 2024 |
US67022R2022 / NUBIA BRAND INTERNATIONAL CORP / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Solidion Technology Inc. (f/k/a Nubia Brand International Corp.) (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 834212102 (CUSIP Number) December 31, 2023 (Date of Event which R |
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February 13, 2024 |
US67022R2022 / NUBIA BRAND INTERNATIONAL CORP / ATW SPAC MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Solidion Technology Inc. (f/k/a Nubia Brand International Corp.) (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 834212102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of |
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February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Solidion Technology, Inc. (formerly known as Nubia Brand International Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 834212102 (CUSIP Number) December 31, 2023 (Date of Ev |
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February 8, 2024 |
US67022R2022 / NUBIA BRAND INTERNATIONAL CORP / Beryl Capital Management LLC Passive Investment SC 13G/A 1 nubiu13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Solidion Technology Inc. (f/k/a Nubia Brand International Corp.) (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 834212102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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February 8, 2024 |
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 February 2, 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) (Commissio |
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February 8, 2024 |
Exhibit 10.5 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 2, 2024, by and among Global Graphene Group, Inc., a Delaware corporation (the “Holder”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Honeycomb Battery Company, an Ohio corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanin |
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February 8, 2024 |
Exhibit 10.2 SUPPLY AND LICENSE AGREEMENT This Supply and License Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“G3”), Angstron Materials, Inc., an Ohio corporation (“AMI”), and Honeycomb Battery Company, an Ohio corporation (“Customer”), and is effective as of February 2, 2024 (the “Effective Date”). G3, AMI and Customer are sometimes col |
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February 8, 2024 |
Exhibit 4.1 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] SOLIDION TECHNOLOGY, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF SOLIDION TECHNOLOGY, INC. (THE “COMPANY”) transferable on the books of the Company in person or by duly a |
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February 8, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SOLIDION TECHNOLOGY, INC. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of Solidion Technology, Inc. (the “Corporation”) within the State of Delaware shall be 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. Section 1.2. Additional Offices. The Corporation may, in addition to its regi |
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February 8, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLIDION TECHNOLOGY, INC. February 2, 2024 Nubia Brand International Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Nubia Brand International Corp.”. The original certificate of incorporation of the Corporation was filed wi |
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February 8, 2024 |
Exhibit 10.1 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“Contributor”), and Honeycomb Battery Company, an Ohio corporation and wholly owned subsidiaryw of Contributor (“Assignee”), and is effective as of February 2, 2024. Contributor and Assignee are sometimes collectively referred to hereafter a |
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February 8, 2024 |
Exhibit 10.12 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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February 8, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the proxy statement filed with the SEC on November 8, 2023. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Nubia and its wholly owned subsidiaries after giving effect to the |
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February 8, 2024 |
HONEYCOMB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.3 HONEYCOMB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of Honeycomb’s financial condition and results of operations should be read in conjunction with the Battery Group of Global Graphene Group, Inc. Combined Carved-Out unaudited interim financial statements for the nine months ended September 30, 2023 an |
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February 8, 2024 |
Exhibit 10.3 SHARED SERVICES AGREEMENT THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of February 2, 2024, 2023 (the “Effective Date”) between Global Graphene Group, Inc., a Delaware corporation with its principal place of business at 1240 McCook Avenue, Dayton, Ohio 45404 (“G3”), and Honeycomb Battery Company, an Ohio corporation with its principal place of business at 1235 |
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February 8, 2024 |
Exhibit 99.4 Solidion Technology, Inc. 2023 Long-Term Incentive Plan Adopted by the Board of Directors: December 2023 Approved by the Stockholders: December 2023 Ratified by the Board of Directors: February 2024 Table of Contents 1. General. 1 2. Shares Subject to the Plan. 1 3. Eligibility and Limitations. 1 4. Options and Stock Appreciation Rights. 2 5. Awards Other Than Options and Stock Apprec |
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February 8, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 Combined Carved-Out Financial Statements The Battery Group of Global Graphene Group, Inc. For the Quarterly Period Ended September 30, 2023 CONTENTS Page Report of Independent Registered Public Accounting Firm 3 Combined Carved-Out Financial Statements: Balance Sheets 6 Statements of Operations 7 Statements of Parent’s Net Equity 8 Statements of Cash Flows 9 Notes to Combined Carved-O |
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February 8, 2024 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of February 1, 2024, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), certain stockholders of Honeycomb Battery Company, an Ohio corporation (“HBC”), listed on the signature page hereto (the “HBC Investors”), and the Founder Holders (as defined b |
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February 6, 2024 |
SC 13D 1 ea193012-13dglobalsolidion.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Solidion Technology, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 834212 102 (CUSIP Number) Robert Crouch 1240 McCook Ave. Dayton, Ohio 45404 Tel: (937) |
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February 5, 2024 |
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 c |
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February 5, 2024 |
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) (Commissio |
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December 19, 2023 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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 December 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 15, 2023 |
Exhibit 3.1 |
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December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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December 15, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 15, 2023, by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in |
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December 15, 2023 |
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 December 15, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 14, 2023 |
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 December 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 14, 2023 |
Exhibit 99.1 Nubia Brand International Corp. Announces Stockholder Approval of Business Combination with Honeycomb Battery Company Dallas, Texas, Dec. 14, 2023 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (the “Company” or “Nubia”) , announced today that at a special meeting of stockholders held on December 14, 2023 (the “Meeting”), its stockholders voted to approve its proposed business com |
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December 14, 2023 |
Press release, dated December 14, 2023. Exhibit 99.1 Nubia Brand International Corp. Announces Stockholder Approval of Business Combination with Honeycomb Battery Company Dallas, Texas, Dec. 14, 2023 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (the “Company” or “Nubia”) , announced today that at a special meeting of stockholders held on December 14, 2023 (the “Meeting”), its stockholders voted to approve its proposed business com |
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December 14, 2023 |
Financial Statements and Exhibits 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 December 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 13, 2023 |
Exhibit 10.4 Mach FM Acquisitions, LLC 13355 Noel Road, Suite 1100 Dallas, TX 75240 December 13, 2023 Nubia Brand International Corp. 13355 Noel Road, Suite 1100 Dallas, TX 75240 Attn: Jaymes Winters, CEO E-mail: [email protected] RE: Business Combination Transaction Expenses Ladies and Gentlemen: Reference is made to that certain Merger Agreement dated as of February 15, 2023 (as the same may |
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December 13, 2023 |
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 December 13, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 13, 2023 |
Exhibit 10.4 Mach FM Acquisitions, LLC 13355 Noel Road, Suite 1100 Dallas, TX 75240 December 13, 2023 Nubia Brand International Corp. 13355 Noel Road, Suite 1100 Dallas, TX 75240 Attn: Jaymes Winters, CEO E-mail: [email protected] RE: Business Combination Transaction Expenses Ladies and Gentlemen: Reference is made to that certain Merger Agreement dated as of February 15, 2023 (as the same may |
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December 13, 2023 |
Exhibit 10.1 Date: December 13, 2023 To: Nubia Brand International Corp., a Delaware corporation (“NUBI”) and Honeycomb Battery Company, an Ohio corporation (“Target”). Address: 13355 Noel Rd., Suite 1100, Dallas, Texas From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and M |
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December 13, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2023, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the Business Combination Agreement, dated as of February 15, 2023 (which was subsequently amended on Augus |
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December 13, 2023 |
Form of Non-Redemption Agreement. Exhibit 10.3 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2023, is made by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defi |
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December 13, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 13, 2023, by and among Nubia Brand International Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the Business Combination Agreement, dated as of February 15, 2023 (which was subsequently amended on Augus |
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December 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 December 13, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 13, 2023 |
Exhibit 10.1 Date: December 13, 2023 To: Nubia Brand International Corp., a Delaware corporation (“NUBI”) and Honeycomb Battery Company, an Ohio corporation (“Target”). Address: 13355 Noel Rd., Suite 1100, Dallas, Texas From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and M |
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December 13, 2023 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2023, is made by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defi |
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December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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December 4, 2023 |
Exhibit 99.1 Nubia Brand International Corp. Announces Postponement of Special Meeting of Shareholders to Tuesday, December 12, 2023 at 9:00 a.m. EDT Dallas, Texas, Nov. 30, 2023 (GLOBE NEWSWIRE) - On November 8, 2023, Nubia Brand International Corp. (the “Company” or “Nubia”) filed a definitive proxy statement (as amended by the first supplement thereto, dated November 21, 2023, the “definitive p |
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December 4, 2023 |
Financial Statements and Exhibits 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 November 30, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 4, 2023 |
Press release, dated November 30, 2023. Exhibit 99.1 Nubia Brand International Corp. Announces Postponement of Special Meeting of Shareholders to Tuesday, December 12, 2023 at 9:00 a.m. EDT Dallas, Texas, Nov. 30, 2023 (GLOBE NEWSWIRE) - On November 8, 2023, Nubia Brand International Corp. (the “Company” or “Nubia”) filed a definitive proxy statement (as amended by the first supplement thereto, dated November 21, 2023, the “definitive p |
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December 4, 2023 |
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 November 30, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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November 22, 2023 |
Press release, dated November 21, 2023. Exhibit 99.1 Nubia Brand International Corp. Announces Postponement of Special Meeting of Shareholders Dallas, Texas, Nov. 21, 2023 (GLOBE NEWSWIRE) - On November 8, 2023, Nubia Brand Acquisition Corp. (the “Company” or “Nubia”) filed a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection with a special meeting (the “Special Meeting”) of the C |
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November 22, 2023 |
Financial Statements and Exhibits 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 November 21, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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November 22, 2023 |
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 November 21, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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November 22, 2023 |
Nubia Brand International Corp. Announces Postponement of Special Meeting of Shareholders Exhibit 99.1 Nubia Brand International Corp. Announces Postponement of Special Meeting of Shareholders Dallas, Texas, Nov. 21, 2023 (GLOBE NEWSWIRE) - On November 8, 2023, Nubia Brand Acquisition Corp. (the “Company” or “Nubia”) filed a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection with a special meeting (the “Special Meeting”) of the C |
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November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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November 21, 2023 |
Promissory Note to BT Family Officer 1941 LLC, dated November 16, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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November 21, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 November 16, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 67022R 202 (Units) 67022R 103 (Class A common stock) 67022R 111 (Warrants) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Repo |
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November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNA |
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November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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October 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 October 12, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Co |
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October 16, 2023 |
Promissory Note to BKL Global Solutions, LLC, dated October 12, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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October 13, 2023 |
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 October 9, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Com |
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October 5, 2023 |
Amended and Restated Promissory Note to Embark Holdings, LLC, dated September 29, 2023. Exhibit 10.1 |
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October 5, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 September 29 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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August 25, 2023 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar August 25, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dale Welcome Claire Erlanger Sarah Sidwell Jennifer Angelini Re: Nubia Brand International Corp. Preliminary Proxy Statement on Schedule 14A Filed August 9, 2 |
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August 25, 2023 |
Amendment No.1, dated August 25, 2023, to the Merger Agreement. Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”), dated as of August 25, 2023, is entered into by and among Honeycomb Battery Company, an Ohio corporation (the “Company”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of Parent. |
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August 25, 2023 |
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 August 21, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Com |
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August 25, 2023 |
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 August 21, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Com |
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August 25, 2023 |
Amendment No.1, dated August 25, 2023, to the Merger Agreement. Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT This First Amendment to Merger Agreement (this “Amendment”), dated as of August 25, 2023, is entered into by and among Honeycomb Battery Company, an Ohio corporation (the “Company”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of Parent. |
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August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNATIONA |
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August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 67022R 202 (Units) 67022R 103 (Class A common stock) 67022R 111 (Warrants) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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August 4, 2023 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar August 4, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dale Welcome Claire Erlanger Sarah Sidwell Jennifer Angelini Re: Nubia Brand International Corp. Preliminary Proxy Statement on Schedule 14A Filed July 10, 202 |
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July 14, 2023 |
Investor Presentation, dated July 2023 Exhibit 99.1 H ONEYCOMB B ATTERY C OMPANY N UBIA B RAND I NTERNATIONAL C ORP . Advancing energy storage in a smart, sustainable way INVESTO R PRESENTATION J U L Y 2023 H ONEYCOMB B ATTERY C O . + N UBIA B RAND I NTERNATIONAL C ORP . AB OU T T HI S P R ESE N T A T IO N This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their ow |
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July 14, 2023 |
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 July 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commi |
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July 14, 2023 |
Exhibit 99.1 H ONEYCOMB B ATTERY C OMPANY N UBIA B RAND I NTERNATIONAL C ORP . Advancing energy storage in a smart, sustainable way INVESTO R PRESENTATION J U L Y 2023 H ONEYCOMB B ATTERY C O . + N UBIA B RAND I NTERNATIONAL C ORP . AB OU T T HI S P R ESE N T A T IO N This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their ow |
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July 14, 2023 |
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 July 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commi |
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July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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July 7, 2023 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar July 7, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dale Welcome Claire Erlanger Sarah Sidwell Jennifer Angelini Re: Nubia Brand International Corp. Preliminary Proxy Statement on Schedule 14A Filed June 9, 2023 F |
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June 16, 2023 |
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 June 14, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commi |
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June 16, 2023 |
EX-10.1 3 ea180376ex10-1nubiabrand.htm AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JUNE 14, 2023, BY AND BETWEEN NUBIA AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 14, 2023, by and between Nubia Brand Interna |
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June 16, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUBIA BRAND INTERNATIONAL CORP. Nubia Brand International Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is Nubia Brand International Corp. The corporation was orig |
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June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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June 8, 2023 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar June 8, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dale Welcome Claire Erlanger Sarah Sidwell Jennifer Angelini Re: Nubia Brand International Corp. Preliminary Proxy Statement on Schedule 14A Filed May 12, 2023 F |
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June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNATION |
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May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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May 16, 2023 |
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 May 12, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commis |
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May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 67022R 202 (Units) 67022R 103 (Class A common stock) 67022R 111 (Warrants) (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report o |
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May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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May 11, 2023 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar May 11, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dale Welcome Claire Erlanger Sarah Sidwell Jennifer Angelini Re: Nubia Brand International Corp. Preliminary Proxy Statement on Schedule 14A Filed March 20, 2023 |
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March 20, 2023 |
EX-FILING FEES 2 prem14a0223ex-feenubia.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM PRE 14A (Form Type) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Title of each class of securities to be registered Aggregate number of securities to which transaction applies Proposed maximum aggregate value of transaction(1) Total fee(2) Common |
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March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. |
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March 17, 2023 |
Press Release dated March 17, 2023 Exhibit 99.1 Nubia Brand International Corp. Confirms Funding and Extension of Deadline to Complete Initial Business Combination Dallas, Texas, March 17, 2023 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (Nasdaq: NUBI) (the "Company" or “Nubia”) announced today that its sponsor, Mach FM Acquisitions LLC (the "Sponsor"), has timely deposited an additional $1,235,000 (the "Extension Payment") |
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March 17, 2023 |
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 March 17, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Comm |
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March 17, 2023 |
Exhibit 99.1 Nubia Brand International Corp. Confirms Funding and Extension of Deadline to Complete Initial Business Combination Dallas, Texas, March 17, 2023 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (Nasdaq: NUBI) (the "Company" or “Nubia”) announced today that its sponsor, Mach FM Acquisitions LLC (the "Sponsor"), has timely deposited an additional $1,235,000 (the "Extension Payment") |
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March 17, 2023 |
EX-4.5 2 f10k2022ex4-5nubiabrand.htm DESCRIPTION OF SECURITIES Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par |
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March 17, 2023 |
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 March 17, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Comm |
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February 17, 2023 |
Exhibit 99.1 Global Graphene Group’s Honeycomb Battery Company Announces Business Combination Agreement with Nasdaq-Listed Nubia Brand International Corp. ● Combination of Honeycomb and Nubia will create USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. ● Honeycomb is recogn |
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February 17, 2023 |
Exhibit 10.5 PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (“Stockholder”), Honeycomb Battery Company, an Ohio corporation (the “Company”), and Nubia Brand International Corp., a Delaware corporation (“Parent”). Capitalized terms used but not de |
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February 17, 2023 |
Form of Shared Services Agreement Exhibit 10.3 SHARED SERVICES AGREEMENT THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of [●], 2023 (the “Effective Date”) between Global Graphene Group, Inc., a Delaware corporation with its principal place of business at 1240 McCook Avenue, Dayton, Ohio 45404 (“G3”), and Honeycomb Battery Company, an Ohio corporation with its principal place of business at 1235 McCook Avenu |
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February 17, 2023 |
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 February 16, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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February 17, 2023 |
Exhibit 10.4 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Company Support Agreement”), is entered into by and among Global Graphene Group, Inc., a Delaware corporation (“G3” or the “Company Stockholder”), and each of the Persons named on the signature pages hereto (together with G3, the “Stockholders”, and each, a “Stockholder”), Honeycomb Battery |
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February 17, 2023 |
Form of Supply and License Agreement Exhibit 10.2 SUPPLY AND LICENSE AGREEMENT This Supply and License Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“G3”), Angstron Materials, Inc., an Ohio corporation (“AMI”), and Honeycomb Battery Company, an Ohio corporation (“Customer”), and is effective as of [●], 2023 (the “Effective Date”). G3, AMI and Customer are sometimes collective |
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February 17, 2023 |
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 February 16, 2023 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (C |
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February 17, 2023 |
EX-2.1 2 ea173325ex2-1nubiabrand.htm MERGER AGREEMENT, DATED FEBRUARY 16, 2023, BY AND AMONG NUBIA BRAND INTERNATIONAL CORP., HONEYCOMB BATTERY COMPANY, AND NUBIA MERGER SUB, INC Exhibit 2.1 MERGER AGREEMENT dated February 15, 2023 by and among Honeycomb Battery Company, as the Company, Nubia Brand International Corp., as Parent, and Nubia Merger Sub, Inc., as Merger Sub Table of Contents Page Art |
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February 17, 2023 |
Form of Shared Services Agreement EX-10.3 5 ea173325ex10-3nubiabrand.htm FORM OF SHARED SERVICES AGREEMENT Exhibit 10.3 SHARED SERVICES AGREEMENT THIS SHARED SERVICES AGREEMENT (this “Agreement”), is entered into as of [●], 2023 (the “Effective Date”) between Global Graphene Group, Inc., a Delaware corporation with its principal place of business at 1240 McCook Avenue, Dayton, Ohio 45404 (“G3”), and Honeycomb Battery Company, an O |
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February 17, 2023 |
Form of Supply and License Agreement Exhibit 10.2 SUPPLY AND LICENSE AGREEMENT This Supply and License Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“G3”), Angstron Materials, Inc., an Ohio corporation (“AMI”), and Honeycomb Battery Company, an Ohio corporation (“Customer”), and is effective as of [●], 2023 (the “Effective Date”). G3, AMI and Customer are sometimes collective |
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February 17, 2023 |
Exhibit 2.1 MERGER AGREEMENT dated February 15, 2023 by and among Honeycomb Battery Company, as the Company, Nubia Brand International Corp., as Parent, and Nubia Merger Sub, Inc., as Merger Sub Table of Contents Page Article I DEFINITIONS 3 1.1 Definitions 3 1.2 Construction 17 Article II MERGER 18 2.1 Merger 18 2.2 Merger Effective Time 18 2.3 Effect of the Merger 19 2.4 U.S. Tax Treatment 19 2. |
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February 17, 2023 |
Form of Contribution Agreement Exhibit 10.1 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“Contributor”), and Honeycomb Battery Company, an Ohio corporation and wholly owned subsidiaryw of Contributor (“Assignee”), and is effective as of [●], 2023. Contributor and Assignee are sometimes collectively referred to hereafter as the “ |
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February 17, 2023 |
Press Release dated February 16, 2023 Exhibit 99.1 Global Graphene Group’s Honeycomb Battery Company Announces Business Combination Agreement with Nasdaq-Listed Nubia Brand International Corp. ● Combination of Honeycomb and Nubia will create USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies. ● Honeycomb is recogn |
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February 17, 2023 |
Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February [], 2023, by and among Global Graphene Group, Inc., a Delaware corporation (the “Holder”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Honeycomb Battery Company, an Ohio corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meani |
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February 17, 2023 |
Exhibit 10.4 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Company Support Agreement”), is entered into by and among Global Graphene Group, Inc., a Delaware corporation (“G3” or the “Company Stockholder”), and each of the Persons named on the signature pages hereto (together with G3, the “Stockholders”, and each, a “Stockholder”), Honeycomb Battery |
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February 17, 2023 |
Exhibit 10.5 PARENT SUPPORT AGREEMENT This PARENT SUPPORT AGREEMENT, dated as of February 16, 2023 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (“Stockholder”), Honeycomb Battery Company, an Ohio corporation (the “Company”), and Nubia Brand International Corp., a Delaware corporation (“Parent”). Capitalized terms used but not de |
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February 17, 2023 |
Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February [], 2023, by and among Global Graphene Group, Inc., a Delaware corporation (the “Holder”), Nubia Brand International Corp., a Delaware corporation (“Parent”), and Honeycomb Battery Company, an Ohio corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meani |
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February 17, 2023 |
Form of Contribution Agreement EX-10.1 3 ea173325ex10-1nubiabrand.htm FORM OF CONTRIBUTION AGREEMENT Exhibit 10.1 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made by and between Global Graphene Group, Inc., a Delaware corporation (“Contributor”), and Honeycomb Battery Company, an Ohio corporation and wholly owned subsidiaryw of Contributor (“Assignee”), and is effective as of [●], 2023. Contributor |
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February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nubia Brand International Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 67022R103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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February 14, 2023 |
SC 13G 1 nubi21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NUBIA BRAND INTERNATIONAL CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67022R103 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Ch |
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February 14, 2023 |
US67022R2022 / NUBIA BRAND INTERNATIONAL CORP / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Nubia Brand International Corp. (Name of Issuer) Units (Title of Class of Securities) 67022R202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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February 14, 2023 |
NUBI / Nubia Brand International Corp - Class A / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Nubia Brand International Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67022R103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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February 13, 2023 |
NUBI / Nubia Brand International Corp - Class A / Beryl Capital Management LLC Passive Investment SC 13G/A 1 nubia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nubia Brand International Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67022R103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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January 31, 2023 |
US67022R2022 / NUBIA BRAND INTERNATIONAL CORP / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nubia Brand International Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 67022R202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNA |
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August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNATIONA |
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August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 67022R 202 (Units) 67022R 103 (Class A common stock) 67022R 111 (Warrants) (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on |
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May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41323 NUBIA BRAND INTERNATION |
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May 20, 2022 |
Amended and Restated Promissory Note to Mach FM Acquisitions LLC, dated May 20, 2022. Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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May 20, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 May 20, 2022 Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of incorporation) (Commis |
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May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41323 CUSIP NUMBER 67022R 202 (Units) 67022R 103 (Class A common stock) 67022R 111 (Warrants) (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report o |
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March 23, 2022 |
SC 13G 1 nubia13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nubia Brand International Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 67022R202 (CUSIP Number) March 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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March 22, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Nubia Brand International Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 15, 2022 F-3 Notes to Financial Statements F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Nubia Brand International Corp. Opinion on the Fin |
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March 22, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 ea157163-8knubiabrand.htm CURRENT REPORT 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 March 21, 2022 (March 15, 2022) Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 |
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March 21, 2022 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nubia Brand International Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 67022R202 (CUSIP Number) March 11, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Nubia Brand International Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 67022R202 (CUSIP Number) March 11, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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March 16, 2022 |
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 March 16, 2022 (March 10, 2022) Date of Report (Date of earliest event reported) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41323 87-1993879 (State or other jurisdiction of inc |
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March 16, 2022 |
Exhibit 10.7 REPRESENTATIVE SHARE PURCHASE LETTER March 10, 2022 To the Board of Directors of Nubia Brand International Corp.: The undersigned, on behalf of itself and the undersigned designees or permitted assignees, hereby offers to purchase up to an aggregate of 110,000 shares of Class A common stock (?Shares?) (or up to 126,500 if the over-allotment option is exercised) of Nubia Brand Internat |
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March 16, 2022 |
EX-10.6 10 ea156983ex10-6nubiabrand.htm PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, DATED MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Nubia Brand |
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March 16, 2022 |
EX-10.1 5 ea156983ex10-1nubiabrand.htm LETTER AGREEMENT, DATED MARCH 10, 2022, BY AND AMONG THE REGISTRANT AND ITS OFFICERS, DIRECTORS AND THE SPONSOR Exhibit 10.1 March 10, 2022 Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreeme |
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March 16, 2022 |
EX-10.3 7 ea156983ex10-3nubiabrand.htm REGISTRATION RIGHTS AGREEMENT, DATED MARCH 10, 2022, BY AND AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2022, is made and entered into by and among Nubia Brand International Corp., a Delaware corporation (the “Company”), Mach FM Acquis |
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March 16, 2022 |
EX-10.2 6 ea156983ex10-2nubiabrand.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2022 by and between Nubia Brand International Corp., a Delaware corpora |
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March 16, 2022 |
EX-3.1 3 ea156983ex3-1nubiabrand.htm AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT Exhibit 3.1 Page 1 Delaware The First State I , JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “NUBIA BRAND INTERNATIONAL CORP .”, FILED IN THIS OFFICE ON THE TENTH DAY OF MARCH, A. D. 2022, |
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March 16, 2022 |
EX-10.4 8 ea156983ex10-4nubiabrand.htm ADMINISTRATIVE SUPPORT AGREEMENT, DATED MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND MACH FM ACQUISITIONS LLC Exhibit 10.4 NUBIA BRAND INTERNATIONAL CORP. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 March 10, 2022 Mach FM Corporation 13355 Noel Rd, Suite 1100 Dallas, TX 75240 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on |
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March 16, 2022 |
Nubia Brand International Corp. Announces Pricing of Upsized $110,000,000 Initial Public Offering EX-99.1 12 ea156983ex99-1nubiabrand.htm PRESS RELEASE DATED MARCH 10, 2022 Exhibit 99.1 Nubia Brand International Corp. Announces Pricing of Upsized $110,000,000 Initial Public Offering DALLAS, TX, March 10, 2022 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (the "Company") announced today that it priced its initial public offering of 11,000,000 units at $10.00 per unit. The units will be lis |
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March 16, 2022 |
Exhibit 99.2 Nubia Brand International Corp. Announces Closing of Upsized $123,500,000 Initial Public Offering Including Partial Exercise of Over-Allotment Option DALLAS, TX, March 15, 2022 (GLOBE NEWSWIRE) - Nubia Brand International Corp. (the "Company") today announced the closing of its upsized initial public offering of 12,350,000 units at $10.00 per unit, including 1,350,000 units issued pur |
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March 16, 2022 |
EX-10.5 9 ea156983ex10-5nubiabrand.htm INDEMNITY AGREEMENTS, EACH DATED AS OF MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2022, by and between Nubia Brand International Corp., a Delaware corporation (the “Company”), and each of the |
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March 16, 2022 |
EX-1.1 2 ea156983ex1-1nubiabrand.htm UNDERWRITING AGREEMENT, DATED MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND EF HUTTON, DIVISION OF BENCHMARK SECURITIES, INC., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS Exhibit 1.1 Execution Version NUBIA BRAND INTERNATIONAL CORP. UNDERWRITING AGREEMENT New York, New York March 10, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenu |
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March 16, 2022 |
EX-4.1 4 ea156983ex4-1nubiabrand.htm WARRANT AGREEMENT, DATED MARCH 10, 2022, BY AND BETWEEN THE REGISTRANT AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of March 10, 2022 between Nubia Brand International Corp., a Delaware corporation, with offices at 13355 Noel Rd, Suite 1100, Dallas, TX 75240 (“Company”), a |
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March 14, 2022 |
$110,000,000 NUBIA BRAND INTERNATIONAL CORP. 11,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-261114 Registration No.: 333-263465 $110,000,000 NUBIA BRAND INTERNATIONAL CORP. 11,000,000 Units Nubia Brand International Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or |
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March 10, 2022 |
EX-FILING FEES 4 ea156717ex-feenubiabrand.htm REGISTRATION FEE CALCULATION. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering |
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March 10, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 10, 2022. S-1MEF 1 ea156717-s1mefnubiabrand.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 10, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87 |
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March 10, 2022 |
8-A12B 1 ea152708-8a12bnubia.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NUBIA BRAND INTERNATIONAL CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 87-1993879 (State of Incorporation (I.R.S. Employer or O |
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March 9, 2022 |
March 9, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo, Staff Attorney Re: Nubia Brand International Corp. Registration Statement on Form S-1 (File No. 333-261114) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulation |
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March 9, 2022 |
Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 CORRESP 1 filename1.htm Nubia Brand International Corp. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 March 9, 2022 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Nubia Brand International Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-261114) (the “Registration |
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March 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nubia Brand International Corp. |
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March 8, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 8, 2022. S-1/A 1 ea156598-s1a6nubiabrand.htm AMENDMENT NO. 6 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on March 8, 2022. Registration No. 333-261114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in it |
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March 8, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 8, 2022. As filed with the U.S. Securities and Exchange Commission on March 8, 2022. Registration No. 333-261114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-1993879 (State or other jurisdiction |
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January 31, 2022 |
EX-FILING FEES 11 fs12021a5ex107nubiabrand.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nubia Brand International Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offe |
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January 31, 2022 |
Form of Underwriting Agreement* EX-1.1 2 fs12021a5ex1-1nubiabrand.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 NUBIA BRAND INTERNATIONAL CORP. UNDERWRITING AGREEMENT New York, New York [], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Nubia Brand International Corp., a Delaware corpo |