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.
(Exact name of registrant as specified in its
charter)
| Delaware | | 87-1993879 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
13355 Noel Rd, Suite 1100 Dallas, TX | | 75240 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (972) 918-5120
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | STI | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g)
of the Act: None.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
At June 30, 2023, the last business day of the
registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held
by non-affiliates of the registrant was $41,430,352.
As of April 11, 2024, there were 86,900,398 shares of common stock
of the Company issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this
Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement
relating to the Annual Meeting of Stockholders to be held in 2024, which definitive proxy statement shall be filed with the Securities
and Exchange Commission no later than 120 days after the close of the fiscal year ended December 31, 2023.
EXPLANATORY NOTE
On February 2, 2024 (the “Closing Date”),
Nubia Brand International Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Combined
Company” or “Solidion Technology, Inc.”), consummated the previously announced business combination (the “Closing”)
pursuant to a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery
Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia
(“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,” and the
transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly owned
subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.
Unless the context otherwise requires, the “registrant” and the “Company” refer to Nubia prior to the Closing
and to the Combined Company and its subsidiaries following the Closing and “HBC” and “Honeycomb” refers to Honeycomb
Battery Company and its subsidiaries prior to the Closing and the business of the Combined Company and its subsidiaries following
the Closing. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K have the same meaning as set
forth in the definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on November 8, 2023 by Nubia.
The Company’s common stock, par value
$0.0001 per share (the “Common Stock”), is now listed on The Nasdaq Stock Market LLC (“NASDAQ Global”) under
the symbol “STI”. The Company's Public Warrants to purchase Common Stock at an exercise price of $11.50 per share,
previously listed under ticker “NUBIW”, were delisted from the Nasdaq and pending listing on The OTC Markets under the
symbol “STIW”. The audited financial statements included herein are those of Nubia prior to the consummation of the
Business Combination and the name change. Prior to the Business Combination, Nubia neither engaged in any operations nor generated
any revenue. Until the Business Combination, based on Nubia’s business activities, Nubia was a “shell company” as
defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
SOLIDION TECHNOLOGY,
INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are
forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about our:
| ● | our
financial and business performance, including financial and business metrics; |
| ● | changes
in our strategy, future operations, financial position, estimated revenues and losses, projected
costs, prospects and plans; |
| ● | our
ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective
manner; |
| ● | our
ability to add manufacturing capacity and the costs and timing to add such capacity; |
| ● | the
expected addressable market for our products; |
| ● | developments
relating to our competitors and industry; |
| ● | our
expectations regarding our ability to obtain and maintain intellectual property protection
and not infringe on the rights of others; |
| ● | our
future capital requirements and sources and uses of cash; |
| ● | our
ability to obtain funding for our operations; |
| ● | our
business, expansion plans and opportunities; and |
| ● | the
outcome of any known and unknown litigation and regulatory proceedings. |
The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can
be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable laws.
As a result of a number of known and unknown
risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ include:
| ● | our
ability to execute our business model, including scaling production and increasing the addressable
market for our products and services; |
| ● | our
ability to raise capital; |
| ● | the
outcome of any legal proceedings that may be instituted against us; |
| ● | the
ability to maintain the listing of our securities on the Nasdaq; |
| ● | the
possibility that we may be adversely affected by other economic, business or competitive
factors, including supply chain interruptions, and may not be able to manage other risks
and uncertainties; |
| ● | changes
in applicable laws or regulations; |
| ● | the
possibility that we may be adversely affected by other economic, business, and/or competitive
factors; and |
| ● | other
risks and uncertainties described in this Annual Report on Form 10-K, including risk factors
discussed in Part I, Item 1A under the Heading, “Risk Factors”. |
PART I
ITEM 1. BUSINESS
In this Annual Report on Form 10-K (the
“Form 10-K”), references to the “Company” and to “Solidion” “we,” “us,”
and “our” refer to Solidion Technology, Inc.
Corporate History and Background
We were originally incorporated in Delaware on
June 14, 2021 under the name “Nubia Brand International Corp.” as a special purpose acquisition company, formed for the purpose
of effecting an initial business combination with one or more target businesses. On March 14, 2022 (the “IPO Closing Date”),
we consummated our initial public offering (the “IPO”). On February 2, 2024, we consummated the previously announced business
combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger
Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc.,
an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged
with and into HBC (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”),
with HBC surviving such merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon
Closing and we became the owner, directly or indirectly, of all of the equity interests of Honeycomb Battery Company and its subsidiaries.
In light of the fact that the Business Combination has closed and our ongoing business will be the business formerly operated by HBC,
this business section primarily includes information regarding HBC’s business.
Overview
Solidion
Technology, Inc, previously known as “Honeycomb Battery Company”, formerly the
energy solutions division of Global Graphene Group, Inc. (“G3”), is a Dallas,
TX, USA-based advanced battery technology company focused on the development and commercialization
of battery materials, components, cells, and selected module/pack technologies. The cofounder
of Solidion, Dr. Bor Z Jang, filed a U.S. patent application on graphene in 2002.
The research and development team led by cofounder Dr. Aruna Zhamu and Dr. Jang
invented graphene-enhanced batteries and built the world’s first manufacturing facility
for graphene-enabled silicon anode materials for lithium-ion batteries.
Solidion is recognized as a global leader in
intellectual property (“IP”) in both the high-capacity anode and the high-energy solid-state battery, as recognized by KnowMade,
a French company that specializes in research and analysis of scientific and patent information. Solidion is uniquely positioned to offer
advanced anode materials (delivering a specific capacity from 300 to 3,500+ milliampere-hours per gram mass (“mAh/g”))
as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium metal cells, and lithium-sulfur cells, each featuring an
advanced polymer or hybrid solid electrolyte that is most process-friendly. Subject to the Supply and License Agreement between G3 and
Solidion, which limits the manufacture of graphene and graphite products for use in our battery-related products and prohibits resale
to third parties, we believe we are well positioned to supply graphite-based anode materials from sustainable sources.
Our all-solid-state battery platform technology
is capable of transforming the entire electric vehicle (“EV”) battery space into a solid-state battery industry. We provide
solid-state cells that can be manufactured at scale using current lithium-ion cell production facilities, requiring no new design, no
new infrastructure, and no new supply chain. Our batteries are capable of delivering significantly extended EV range, improved battery
safety, lower cost per kilowatt hour, fastest time-to-market, and enable next-gen cathodes with the potential to replace expensive nickel
and cobalt with sulfur (S) and other more abundant elements.
We hold a total of over 520 patents (355 in the
United States and 165+ foreign patents) for next-gen batteries. KnowMade has acknowledged us as one of the two U.S.-based leaders
in solid-state electrolytes, as well as ranked us as the top company in the United States and top battery startup in the world in
silicon anode technology. Additionally, Lexis/Nexis has recognized us as a Global Top 100 Innovator.
Industry Background
Vehicle electrification provides once-in-a-century
market opportunity, with an over $300 billion EV battery market by 2030. Transportation electrification has triggered a
new run of battery sourcing competition, with potentially up to approximately 5,300 GWh lithium battery demand by 2030, a 500%+ increase
from 2020, and a predicted supply shortfall of approximately 3,700 GWh (Fig. 1). In addition, battery-grade graphite demand is expected
to grow by a factor of 10x from 2019 to 2030. Graphite anode in batteries is expected to grow from 170,000 MT in 2018 to 2.23 million
MT in 2028.
Fig. 1 Global lithium-ion battery demand forecast
The battery technologies developed by Solidion
are aimed at addressing today’s EV battery challenges: the need for increased energy density, fire safety, fast charging and lower
cost.
Today’s EV batteries are largely based
on the lithium-ion cells wherein each cell is typically composed of an anode (negative electrode), a cathode (positive electrode), a
separator that electrically isolates the two electrodes, and a liquid electrolyte that permeates into both electrodes and provides a
medium through which lithium ions can whim back and forth between the anode and the cathode. These essential components are encased in
a protective housing, allowing two terminals to protrude out of the housing for connecting to an external circuit.
The incumbent anode material is graphite that
stores lithium ions to a theoretical specific capacity of 372 mAh/g (practically 340-360 mAh/g). A lithium-ion cell, having
a graphite anode and a lithium nickel cobalt manganese oxide cathode (NCM, 175-200 mAh/g), provides a specific energy of typically 220-250
watt-hours per kilogram (“Wh/kg”). By replacing graphite with silicon (Si), having a theoretical specific capacity of 3,580-4,000
mAh/g, one can obtain a cell having an energy density of 350-400 Wh/kg.
Large shortfall in global graphite anode
material supply. Anticipated shortfalls, relying on data from Benchmark Mineral Intelligence and estimations from peers, in graphite
anode material supply are approximately 400kt and 300kt in 2025 and 2030, respectively, within North America. Mining of natural graphite
and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally benign, and sustainable
sources of graphite are preferable. Market forecasters predict graphite demand from battery makers will grow by 23% – 27% each
year through 2028 and that planned capacity and projects in development will not be able to meet forecasted demand as soon as 2025. New
markets for EV and flame-retardant building materials (“FRBM”) are driving the demand forecast above existing and new sources
of supply of graphite.
None of the top 10 graphite suppliers is
located in North America. All of the top 10 global graphite anode material suppliers are based in Asia. Significant graphite
manufacturing capacity is needed in North America to fill the gap between North American supply and demand. We are well positioned to
be a leading supplier of various anode materials in North America and other regions. Solidion management team has worked in the
field of carbon and graphite materials for over 30 years, and the first to convert graphite to graphene. The team began to work
on the development of advanced graphite-, silicon oxide-, and silicon-based anode active materials for lithium-ion cells, and protected
lithium metal-based anodes in 2007 and it believes it has established the best IP portfolio in this space. The Supply and License Agreement
allows Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured
graphene and graphite products other than after modification to create electrode materials.
Current solid-state lithium metal batteries
are incompatible with current lithium-ion cell production equipment. This is the major barrier to widespread adoption. Oxide-based
sintered ceramic separators are brittle, expensive, and difficult to fabricate. Several technical issues, such as high interfacial impedance,
high stack-holding pressure, and low active material proportion, remain to be resolved.
Graphite may be replaced with lithium metal (Li)
in the anode to obtain a lithium metal battery, which is commonly believed to be capable of delivering an energy density in the range
of 400-500 Wh/kg, depending upon the cathode material used. However, such a potential benefit does not come without challenges.
During the charge-discharge cycles of a lithium metal cell, a needle-like feature called “lithium dendrites” may form on
the lithium metal in the anode. The dendrite can penetrate through a separator and reach the cathode side to cause internal shorting,
which poses fire and explosion hazards. In addition, repeated reactions between lithium and liquid electrolyte continue to consume both
the active lithium ions and the liquid electrolyte, leading to rapid capacity decay. These issues have thus far impeded the practical
utilization of lithium metal batteries to replace the conventional lithium-ion batteries for EV application. Solidion has been developing
lithium metal protection strategies aiming to address these technical issues.
The safety of lithium-ion or lithium metal batteries
hinges upon the availability of a non-flammable electrolyte. The liquid electrolytes commonly utilized in current lithium-ion batteries
contain a lithium salt dissolved in an organic solvent, which contains volatile molecules that can catch fire. In contrast, various types
of solid-state electrolytes, comprising less or no volatile chemical species, are being developed for both lithium-ion and lithium-metal
battery types. Further, solid-state electrolytes, when used as a separator, could significantly reduce or eliminate the lithium dendrite
issues.
However, solid-state electrolytes bring along
other types of challenges to a battery designer, including a higher internal impedance (hence, lower power), lower anode or cathode active
material proportion (hence, lower-than-expected energy density), and a higher manufacturing cost. The latter challenge is largely a result
of the need to develop a new process and new equipment for producing the solid-state separator and for assembling the required components
into a battery cell.
Solidion has been developing two types of quasi-solid
or hybrid electrolytes, which are expected to have more practical manufacturability-at-scale — “solvent-in-salt”
and “solvent-in-polymer” electrolytes. Solidion’s effort also includes development of a versatile solid-state electrolyte
technology. Solidion’s electrolytes (FireShieldTM) aim to be process-friendly and compatible with current lithium-ion
cell manufacturing processes. Specifically, Solidion’s developments are focused to provide a disruptive material process technology
that would enable current lithium-ion cell manufacturing facilities to produce solid-state or quasi-solid electrolyte-based safe lithium
batteries without the need to significantly change existing equipment and facilities. This implies that the lithium-ion battery industry
can readily enjoy the benefits of solid-state, lithium metal batteries essentially immediately, not having to wait for a decade.
Solidion’s battery technology
is targeting to enable significant benefits across battery capacity, life, safety, and fast charging while minimizing cost. Solidion
is getting ready to commercialize the graphene-protected lithium metal anode technology, which is essential to the accelerated emergence
of a lithium metal battery industry. The process-friendly electrolytes are also ready to solidify Solidion’s leadership
position in converting the entire lithium battery industry into a quasi-solid and solid-state status.
In the automotive industry, most of the EV makers
are highly interested in silicon- and lithium metal-based anodes for improved EV driving range given the same battery weight or volume.
For instance, GM is experimenting with silicon-rich and lithium metal anodes, solid state and high voltage electrolytes, and dry processing
of electrodes for its next generation of Ultium batteries, due around 2025. Ford, VW and BMW are also working with battery start-ups
on the development of solid-state lithium metal and Si-based anodes.
Summary of EV Battery Market Demands
As discussed above, a lithium cell supply shortfall
of ~3,700 GWh by 2030 is projected. Also forecasted is a worldwide graphite supply shortage of 1.4 million tons/year by 2028. Mining
of natural graphite and production of artificial graphite from petroleum or coal sources are generally viewed as not environmentally
benign. The market demands Sustainable sources of graphite. The EV industry is aware of the potential shortage of critical elements such
as cobalt (Co) and nickel (Ni) that are commonly used in the cathode of a lithium-ion cell; alternative cathode materials are key to
a sustaining EV battery industry. The EV market is highly interested in next-gen batteries that exhibit the following features:
| |
● |
Significantly extended
driving range on one battery charge, which would alleviate range anxiety; |
| |
● |
Readily available solid-state
performance; |
| |
● |
Safer battery system without
fire or explosion hazards; |
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● |
Fast chargeability, with
a goal of achieving a charge to 80% in 15 minutes; and |
| |
● |
Lower battery cost, with
a goal of less than $100 per kilowatt-hour. |
EV batteries are required to meet stringent criteria,
including higher energy density to enable extended driving range, utilization of safer quasi-solid or solid-state electrolytes to enhance
safety, enhanced designs at various levels including material, cell, and module/pack, to facilitate fast charging, and reduced costs
per kilowatt-hour (kWh) for both anode and cathode materials to lower overall battery costs. Over the course of 15 years, Solidion has
focused its battery research and development endeavors precisely on tackling these challenges head-on.
Our Technologies and Products
Anode active materials
Our products include graphite-based anode materials.
What makes us be different from other manufacturers would be that we will have the flexibility to use raw materials from sustainable
sources. In order to reach the ambitious goal of net zero greenhouse gas emission by 2050, thorough examination of the entire supply
chain line can show insufficiencies. With the increasing trend of EVs on the road, proliferation of renewable energy – battery
systems, the scrutiny of battery material production impacts on the environment becomes increasingly relevant. Graphite is currently
indispensable as a battery anode material, dominating the vast majority of the rechargeable battery market due to its long-term cycle
life and low cost of production. Synthetic graphite is currently produced almost exclusively from petroleum coke and pitch. Solidion
proposes to manufacture battery-grade anode materials by introducing renewable and carbon negative biochar produced from waste biomass
as alternative feedstock. By collecting dead trees, trimming, and other waste biomass, the process of creating biochar sequesters the
elemental carbon and prevents the release of carbon as green-house gas through natural decomposition or wildfires. Hence the process
of converting waste biomass to biochar has been shown to be carbon neutral or even negative depending on the end use of the biochar.
Given that biochar when mixed into soil, can remain sequestered for scale of thousand years, it will likely remain as sequestered carbon
in a sealed cell until recycled and reused, hence prolonging its sequestered state. Solidion has developed a process technology that
is expected to allow cost-effective production of anode-grade graphite from this unique sustainable source. Subject to the Supply and
License Agreement we entered into with G3, Solidion is allowed to manufacture graphene and graphite products for use in our battery-related
products and prohibits resale of the manufactured graphene and graphite products other than after modification to create electrode materials.
Solidion has also developed a cost-effective
graphene/silicon or graphene/SiOx composite anode material that enables a significantly higher energy density (for example, an expected 20-30%
increase in the EV driving range) likely at a reduction in the cell cost in terms of U.S. dollars per kilowatt hour (“kWh”).
Graphene has proven to be effective in resolving the battery capacity decay problem caused by repeated volume expansion/shrinkage of
silicon. Solidion provides silicon-rich or SiOx-rich high-capacity anode materials that exhibit outstanding performance-to-cost ratio
and aims to significantly extend the EV driving range on one battery charge. Additionally, Tesla suggested on its 2020 “Battery
Day” that the best silicon anode should have low-cost silicon particles with a simple design to reduce material cost, instead of
highly engineered structures such as the Chemical Vapor Deposition process (“CVD”) used by our competitors. It should also
have elastic, ion-conducting polymer coating that protects these silicon particles, as well as highly elastic binder and some electrode
design used in the anode to maintain structural integrity of the electrode. We also have patents that cover these desired features of
silicon anode materials.
Safer Batteries
We plan to produce batteries that bridge the
performance and time-to-market gaps. A drop-in solution is expected to be compatible with today’s manufacturing process and
equipment. There are two paths we expect to narrow the gap between today’s battery technology and future solid-state performance:
silicon-rich solid-state lithium-ion cells and solid-state lithium metal batteries, which we expect to be ready for commercialization
in two to three years. Higher energy density and solid-state electrolytes are the key to the next generation of EV batteries. EV
batteries must deliver a higher energy density for extended driving range, contain only safe quasi-solid or solid-state electrolytes
for safety, improved designs at the material-, cell-, and module/pack-levels for fast charging, and lower anode and/or cathode costs
per kilowatt-hour for lower battery costs. Our team’s 15 years of battery research and development efforts have been precisely
directed at addressing these issues. Briefly speaking, we plan to produce the following batteries:
| |
● |
Generation
1: Solid-state lithium-ion cells featuring a silicon-rich anode and a quasi-solid or polymer-inorganic composite electrolyte (intended
to be launched in 2026). |
| |
|
|
| |
● |
Generation 2: Solid-state
lithium metal cells featuring a thin lithium metal anode or an initially lithium metal-free anode (“anode-less”) and
a polymer-inorganic composite electrolyte (expected 2026); and |
| |
|
|
| |
● |
Generation 3: Solid-state
lithium-sulfur cells featuring a lithium metal anode, a sulfur or conversion-type cathode, and an in situ curable polymer-inorganic
composite electrolyte (expected 2027). |
In summary, Solidion has superior technologies
that can be commercialized quickly to solve the EV industry’s most critical issues:
| |
● |
Cost: We believe
that Solidion technology can significantly lower cost/KWh of today’s batteries, accelerating adoption and enabling sustainable
EVs to quickly replace internal combustion engines. We also believe that our battery costs can be lower than those of future solid-state
battery-producing competitors. |
| |
● |
Time-to-market: Solidion’s
solid-state electrolytes are process-friendly, enabling the “future” solid-state batteries to be produced “now”
using existing/current lithium-ion battery production equipment. EV OEMs can utilize existing factories to qualify solid-state batteries
in two to three years, rather than waiting for four to seven years. This is in stark contrast to other solid-state
lithium metal battery companies that will hopefully begin mass production of all solid-state batteries in 2025-30. The implementation
of the conventional solid state battery technology requires large factory infrastructure rebuilds and will take years to develop.
Solidion will use existing factories, saving time to market, cost and supporting supply chain demand faster. |
| |
● |
Driving range: The
solid-state lithium batteries and lithium-sulfur batteries potentially can provide up to a 100% increase in range for the same size
battery, eliminating range anxiety. |
| |
|
|
| |
● |
Safety: Our fire/flame-resistant
quasi-solid and solid-state electrolytes make all types of rechargeable lithium battery safer. |
| |
● |
Battery charging time:
Reducing the recharge time to less than 15 minutes can help drive EV adoption and reduce charging infrastructure challenges. |
| |
● |
Total solutions: Low
costs and high performance of our batteries will make it economically viable for commercializing battery modules/packs for emergency
power applications. These power systems will be capable of connecting to grids and solar/wind-based power sources and will be available
for vehicle-to-home (V2H) charging. |
Apart from the EV sector, Solidion is strategically
exploring entry into diverse markets such as hand-held devices, energy storage systems (ESS), power tools, and e-bikes. We expect our
batteries to be poised to capture substantial market shares owing to their distinct advantages, including cost-effectiveness, superior
charging/discharging performance, safety features, extended cycle-life, and exceptional durability. These attributes are expected to
position us for significant growth and success across multiple sectors.
Summary of Solidion’s products and
stages of development.
| |
● |
Anode active materials: |
| ● | Graphite-based
anode materials (with flexibility to choose raw materials including sustainable sources)
are in the final stage of product development. |
| ● | Graphene-enhanced
silicon oxide ((SiOx) anode materials) are in the final stage of product development. |
| ● | Si-rich
anode materials: Small-scale manufacturing is in progress (currently 15 metric tons per annum
(“MTA”). We are planning expansion to >150 MTA by 2026. |
Fig. 2 SEM images of Solidion’s Si-rich
anode materials.
Our Competitive Strengths
In the automotive industry, the price of a vehicle
ultimately dictates the final decision of a potential customer, and the emerging EV industry is no exception. The U.S. DOE and the
EV industry experts have all agreed that EVs will become competitive against the internal combustion engine (ICE) vehicles when the battery
cost reaches a threshold of $100/KWh given comparable performance/safety characteristics.
Si-rich anode materials: The production
of Solidion’s Si-rich anode materials begins with a significantly lower starting material and follows a highly scalable, low-cost
process (Fig. 2). This is in stark contrast to competitors’ use of an expensive, toxic, and explosive gaseous silane and the high-cost
CVD process. According to Tesla’s analysis on its Battery Day in 2020, the CVD Si anode price is estimated to be > $100/KWh,
while Solidion’s product is expected to be lower than $6/kWh, which is approximately the price of currently used graphite anode
materials. Solidion is believed to be capable of cost-effectively producing the high Si content anode materials (graphene/elastomer encapsulated
Si particles, first-cycle efficiency up to 94% and specific capacity of 2,000-3,200 mAh/g) that would meet the requirements of increased
energy density and lower cost for next-gen EV batteries.
Process-friendly quasi-solid and solid-state
electrolytes: Solidion has been developing a truly disruptive solid-state platform technology that can help solidify the battery
safety of the EV industry. Our key electrolyte technologies may be summarized as follows: (a) we invented elastomeric solid electrolytes;
(b) we have highly significant IP in in-situ curing or in-situ solidification of polymer electrolytes; (c) we
invented quasi-solid electrolytes; (d) we developed thermally stable and flame-retardant polymer and polymer/inorganic hybrid electrolytes;
(e) our electrolytes are compatible with current Li-ion infrastructure and processes; and (f) We have versatile and easy-to-process
solid-state electrolytes for safe lithium-ion and lithium-metal batteries. As summarized in Fig. 3 below, we have earliest IP in quasi-solid
electrolytes (solvent-in-salt and solvent-in-polymer), and strong IP position in solid polymer electrolytes (in situ polymerization and
solid elastomeric electrolytes), and polymer composite electrolytes (elastic, flame-retardant and high-temperature polymer electrolytes).
Fig.3 Types of electrolytes for Li-ion and Li
metal batteries.
Lithium metal cells: Lithium metal
anode protection is key to the commercialization of all-solid-state or liquid-state lithium metal batteries (any battery that makes use
lithium metal as the anode active material; hence, higher energy density). We believe that Solidion has the most significant IP in the
area of lithium metal anode protection (50+ U.S. patents and many foreign patents). Our graphene- and/or polymer-enabled lithium
metal protection technologies aim to overcome technical barriers (for example, lithium dendrites, large interfacial impedance, etc.)
that have thus far impeded commercialization of solid-state lithium metal batteries. We believe that our graphene/polymer-based Li metal
protection layers are key enabling technologies for all types of solid-state lithium metal batteries. For instance, Solidion’s
anode-protecting layers and elastomeric solid electrolytes accelerate commercialization of ultra-thin lithium (Li-light) anode or anodeless
batteries, both featuring reduced cell weight and volume and thus higher energy densities.
Lithium-sulfur and lithium-selenium cells:
Solidion researchers are pioneers in the field of graphene-enabled Li-S and Li-Se batteries, having 50+ U.S. patents and
numerous foreign patents in this subject. In particular, Solidion has developed nanostructured graphene-sulfur cathode that has (a) exceptionally
high sulfur content and utilization efficiency; (b) high specific capacity (up to 1,000 mAh/g); (c) high specific energy (theoretically
capable of up to 500 Wh/kg; over 2x that of traditional lithium-ion cells); and (d) minimal shuttle effect, enabling good cycle-life.
Beyond Lithium Chemistries: Solidion
has also developed impressive technologies in other types of batteries. Solidion is a pioneer in the field of aluminum-ion cells, having
quite likely the most significant IP in this topic. Solidion also has good IP in the sodium-ion cells.
In summary, Solidion is the inventor of many
key enabling battery technologies, including (as examples) graphene-enabled batteries, elastic polymer-protected batteries, quasi-solid
electrolytes, elastomeric solid-state electrolytes, flame-retardant polymer composite electrolytes, graphene-enabled bipolar electrodes
and batteries, etc. This massive IP portfolio provides EV and energy storage systems (ESS) industries with several disruptive battery
technologies, for example, (a) Si-rich anode having a high performance/cost ratio, (b) high-capacity sulfur cathode materials
(Co-, Ni-, and Mn-free), (c) highly process-friendly solid-state electrolytes, (d) protected lithium metal anode, essential
to the success of future lithium metal batteries, (e) fast chargeability, (f) aluminum-ion cells, and (g) sodium-ion cells.
We believe that Solidion’s battery products
have the following features or advantages:
| |
● |
Higher energy density.
Projected 20% to 80% increase in EV driving range to eliminate range anxiety. |
| |
● |
Solid-state performance.
With our target of facilitating the conversion of lithium-ion battery facilities into solid-state lithium battery production
lines we expect Solidion solid-state batteries to become available in two to three years. |
| |
● |
Safety. Quasi-solid
and solid-state electrolytes provide effective solutions to battery fire and explosion issues. |
| |
● |
Lower cost per kilowatt-hour.
We believe our technology could provide a cost advantage as compared to our competitors. We expect our high-capacity
anodes, cathodes, electrolyte technology and unique module/pack-level can result in energy density increases, lower pack system costs,
safety improvements, reduced cooling provisions, eliminated or reduced electrochemical formation, and the ability to use current
lithium-ion cell production equipment, |
| |
● |
Faster charging.
We are developing anode materials designs, innovative cell configurations, and both passive and active thermal management
at both cell- and pack-levels for improved charging speeds. |
Performance Improvements: We anticipate
that our Generation 2 all-solid-state lithium metal cells (expected 2026) and Generation 3 all-solid-state lithium-sulfur cells (expected
2027) would deliver significant performance improvements as compared to current conventional Li-ion cells (Fig. 4). Pack volume in watt
hours per liter (“Wh/L”) is expected to be 480 Wh/L for our 350 liter Generation 2 and 3 products as compared to 250 Wh/L
for current 350 liter Li-ion products. Pack energy, assuming the same pack volume, is expected to be 165 kWh for our Generation 2 and
3 products as compared to 85 kWh for current Li-ion products. Range is expected to be 620 miles for our Generation 2 and 3 products as
compared to 320 miles for current Li-ion products. Charge time is expected to be less than 15 minutes to increase from a 0% to 80% charge
for our Generation 2 and 3 products as compared to greater than 30 minutes to increase from 5% to 80% charge for current Li-ion products.
Power is expected to be 650 kW for our Generation 2 and 3 products as compared to 400 kW for current Li-ion products. Safety is expected
to be much improved through the use of our fire-resistant electrolyte technology in our Generation 2 and 3 products as compared to organic
electrolyte for current Li-ion products.
Fig.4 Comparison of different solid-state battery
cells.
Manufacturing and Supply
Solidion plans to become a supplier of all-solid-state
cells (for the EV, energy storage systems and portable electronics markets) and certain battery components/materials (for example,
graphite-, Si oxide-, and Si-rich anode materials and electrolytes) to select customers or strategic partners.
We have a sustainable graphite anode material
manufacturing plan. We plan to produce biomass-derived graphite anode materials, subject to the Supply and License Agreement, which allows
Solidion to manufacture graphene and graphite products for use in our battery-related products and prohibits resale of the manufactured
graphene and graphite products other than after modification to create electrode materials. During Phase 1, which we expect will
last three years, we intend to source proper biochar products from biochar suppliers and convert these products into graphite anode
materials using a proprietary process. After 3 years, we intend to implement a significantly lower temperature process for reduced
costs. Advantages of biochar as a raw material include sustainability and lower material cost compared to production of graphite from
petroleum or coal sources. In addition, heat treatment equipment for graphite production is available from multiple vendors located in
many counties or regions.
Our business is not raw-material-limited. As
an example, 100,000 tons of graphite requires about 400,000 tons of biomass, which is just 0.015% of the total available source of 2,700 million
tons available per year. 900 million tons of forest residues and wood processing residues combined are available, and an additional
1,800 million tons of biomass feedstock are available from the following species: distillers grains, orchard waste, almond shells,
mixed paper, corn waste, saw dust, switch-grass, cane bagasse, wheat straw, timber, acacia wood waste, fruit bunch, cassava waste and
palm kernel shell.
We expect to scale up our silicon anode material
production capacity from 15 MT per year, currently in Dayton, Ohio, to greater than 150 MT per year by 2026.
We plan to begin with the toll manufacturing/joint
venture (“TM/JV”) model for commercializing the solid-state battery technologies. At a later stage, we may consider building
our own facilities for producing certain specialty cells (such as bipolar or high-voltage cells) responsive to market demands. We expect
the TM/JV partners to acquire silicon-rich anode materials and electrolyte formulations from us as part of the TM/JV agreement. We will
also supply both graphite-dominant and silicon-rich anode materials to customers that choose to use liquid electrolytes in their lithium-ion
cells.
“Made in America” guidance.
On March 31, 2023, the U.S. Treasury Department and the IRS released proposed guidance on the new clean vehicle provisions of
the Inflation Reduction Act. To be eligible for a $7,500 credit, clean vehicles must meet sourcing requirements for both the critical
minerals and battery components contained in the vehicle. Vehicles that meet one of the two requirements are eligible for a $3,750 credit.
To meet the critical mineral requirement and be eligible for a $3,750 credit, an applicable percentage that increases each year of the
value of the critical minerals contained in the battery must be extracted or processed in the United States or a country with which the
United States has a free trade agreement, or be recycled in North America. Critical minerals in the EV battery must be extracted or processed
in the U.S., countries with which the U.S. has a free trade agreement or have been recycled in North America. By the end of 2026, the
applicable percentage will be 80% for the critical mineral requirement.
To meet the battery component requirement and
be eligible for a $3,750 credit, the applicable percentage of the value of the battery components must be manufactured or assembled in
North America — as mandated by the Inflation Reduction Act. By the end of 2026, the applicable percentage will be 80%
for the battery component requirement, and by the end of 2028, 100% of battery components must be manufactured and assembled in North
America by 2028 for a vehicle to be eligible for the clean vehicle tax credit.
In addition, beginning in 2024, an eligible clean
vehicle may not contain any battery components that are manufactured by a foreign entity of concern and beginning in 2025 an eligible
clean vehicle may not contain any critical minerals that were extracted, processed, or recycled by a foreign entity of concern.
We expect that by the end of 2027, 80% of battery
materials and components made by Solidion will comply with the critical mineral and battery component requirements. We believe anode
materials for Lithium-ion cells would be domestically produced from renewable and recycled feedstocks without extraction or mining, and
that sulfur cathode materials will lessen the need for imported manganese, cobalt and nickel. We further believe that Solidion’s
local sourcing and manufacturing ability make it an ideal candidate for government grants and loans. However, there can be no assurance
that we will be able to scale up our production as anticipated in order to supply our battery technology to vehicles that may be eligible
for clean vehicle tax credits.
Summary of research, design, development,
manufacturing and commercialization.
| |
|
Product
Refinement |
|
Manufacturing/Commercialization |
| Pre-Production
(Pilot) |
|
Production |
| Steps |
|
Develop A,
B and C samples to meet technical expectations. |
|
● Design
and evaluate equipment for pilot plant
● Purchase
equipment
● Install
equipment
● Test
run
● Send
samples to customers |
|
● Plant
location survey
● Engineering
design
● Evaluate
equipment
● Purchase
equipment
● Install
equipment
● Test
run
● Send
samples to customers |
| |
|
|
|
|
|
|
| Potential
Material Obstacle |
|
With adequate resources,
we do not anticipate any material technical obstacles. |
|
The lead time of certain
equipment (for example, battery cell production equipment) is excessively long (9 – 18 months). We are interacting
proactively with potential suppliers in multiple regions in the hope of shortening the waiting period. |
|
● Same
lead time issue.
● Certain
production equipment (for example, SiOx production) must be custom-designed. We have started working with selected engineering design
companies and equipment manufacturers to overcome this engineering issue. |
Plans for production.
Synthetic graphite production — For phase
1, we expect to build a processing plant with production capacity of 10,000 MT by 2026, with a projected capital expenditure of $100-200
million and resulting in revenue of $90 – $100 million. We would plan to expand annual capacity to 180,000 MT by 2032.
Anode products — Our Dayton, Ohio, anode
materials production line has a current capacity of 15 MT per year, and we expect to scale it up to a capacity of >150 MT per year
by 2026.
Battery products — We expect to launch
Gen1 and Gen2 cells by 2026 and Gen3 by 2027.
Intellectual Property
Solidion has a portfolio of over 520 patents.
This portfolio contains many key patents for next generation EV batteries. Solidion is the inventor of graphene-enabled batteries, elastic
polymer-protected batteries, quasi-solid electrolytes, elastomeric solid-state electrolytes, advanced polymer/inorganic hybrid electrolytes,
and numerous other disruptive battery technologies. This massive intellectual portfolio provides the EV industry with what we believe
to be several key enabling battery technologies, such as silicon-rich anode having the highest performance/cost ratio, the highest-capacity
sulfur cathode materials (free of cobalt, nickel and manganese), the most process-friendly solid-state electrolytes, protected lithium
metal anode, fast chargeability, aluminum-ion cells and sodium-ion cells. Solidion holds more than 100 key U.S. patents on graphene-
or polymer-enhanced silicon-based materials. It holds more than 35 key U.S. patents on fire-resistant electrolytes for lithium batteries.
It holds more than 70 U.S. patents on key technologies for next-generation all-solid state or lithium metal batteries. It also holds
advanced current collector patents; these technologies are capable of extending cycle life and improving operating temperatures and voltages.
The year of expiration of these key U.S. patents generally ranges from as early as 2028 to as late as 2040. Most of the intellectual
property to be utilized by Solidion is intellectual property that is owned by Solidion (having been transferred from G3 to Solidion via
the Patent Assignment, dated as of February 8, 2023 (the “Patent Assignment”)). Solidion licenses a relatively small number
of patents relating to graphene and graphite production from G3 pursuant to the Supply and License Agreement, under which there are no
significant limitations. These patent rights are licensed on an irrevocable, non-exclusive, royalty-free basis.
We believe we have advanced IP in process-friendly
and cost-effective polymer/inorganic hybrid solid electrolytes that are fire/flame-resistant, which effectively overcomes the fire/explosion
issues commonly associated with liquid electrolytes. KnowMade has analyzed more than 14,400 patent filings related to “solid-state
Li-ion batteries with inorganic solid electrolytes.” Solidion battery IP is one of only two U.S. companies recognized in its
list of the top 31 companies (Fig. 5).
Fig. 5 Solidion is recognized as a leader in solid-state
battery technologies.
Another KnowMade report (Fig. 6) has identified
Solidion as the U.S. leader in the Si anode technology. In the USA, Solidion is No. 1 (having 131 patent families in the
Si anode), followed by GM (90), Enevate (77), and Amprius (71). Further, Honeycomb/G3 is ranked No. 9 in the entire battery industry,
after 8 major Li-ion battery cell producers; however, Solidion is No. 1 among all the battery start-ups in the world.
Fig. 6 Solidion is recognized as a leader in “Silicon
Anode for Li-ion Batteries.”
Our high silicon-content anode provides a drop-in
solution to enhancing the energy density of a lithium-ion battery. We have the earliest and most significant IP on elastic polymer-protected
silicon particles, which is the most cost-effective silicon anode as identified by Tesla on its “Battery Day” in 2020. We
are uniquely positioned to commercialize high silicon content-based all-solid-state batteries. We believe a partnership with Honeycomb
will help solidify an EV maker’s success as the worldwide leader in safe EVs for decades to come.
We are recognized as one of the Global Top 100
Innovators (Fig. 7), a testimony to not only the quantity but also the quality of our IP. In April 2022, LexisNexis published
“Innovation Momentum 2022: The Global Top 100,” a comprehensive IP report that recognized global technology companies with
exceptional technological relevance for the future, market coverage, and citation index. We were one of 12 companies recognized in the
report under the Chemicals and Materials industry sector, and one of only 2 such US-based companies that received the honor. Other innovators
listed in this sector are prominent EV battery companies such as LG Chem, Samsung SDI, and CATL. We are the only battery start-up listed
among these top 100 innovators.
Fig. 7 Third party validation of Solidion’s
IP quality
The strong IP portfolio enables Solidion to become a market and technology
leader in the battery space for decades to come.
Competition
We compete directly and indirectly with current
battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address
the growing market for electrified mobility solutions. The EV battery industry is fast-growing and highly competitive. We primarily compete
with other silicon anode materials start-ups, such as Sila Nanotechnologies, Amprius Technologies and Group 14, which are all highly
promising battery companies.
Our competitors produce silicon anode materials
via CVD, which is believed to be expensive and challenging to scale up, and require explosive gaseous raw materials. In contrast, our
patented technologies are expected to allow us to produce highly scalable low-cost silicon-rich products that could be compatible with
solid-state and liquid-state electrolytes and have greater energy density and lower cost per kilowatt hour. Additionally, Solidion may
be perceived to compete with certain other solid-state or lithium metal battery start-ups, such as QuantumScape, Solid Power and SES. However,
we view these companies as potential strategic partners, not competitors. For instance, Solidion has complementary IPs that can help
each of these companies accelerate the commercialization of their lithium metal batteries (for example, by providing graphene/elastomer-protected
Li metal anode technologies). Our lithium metal protection technologies are capable of addressing certain known issues associated with
rigid inorganic solid electrolytes, such as large electrode/electrode interfacial impedance and the typically high stack-holding pressure.
Solidion’s solid state batteries are expected
to be produced at scale and cost-effectively using current lithium-ion cell production process and equipment, thus enabling fast time-to-market
compared to all-solid-state batteries. This versatile platform technology could potentially transform the lithium-ion battery industry
into producers of safe, solid-state batteries for EV, ESS, consumer electronics, and other power storage applications.
The following two charts summarize the key attributes
that differentiate Solidion’s products and technologies from certain of our competitors (Fig. 8 and Fig. 9):
Fig. 8 A brief summary of Solidion’s product/technology
attributes vs. other key silicon anode-focused battery start-ups.
Fig. 9 A brief summary of Solidion’s product/technology
attributes vs. other key lithium metal cell-focused battery start-ups.
Human Capital
We believe that our success is driven by our
team of technology innovators and experienced business leaders. We seek to hire and develop employees who are dedicated to our strategic
mission. As of March 2024, we employed 32 full time employees, 2 part time employees and 1 temporary employee.
We are committed to maintaining equitable compensation
programs including equity participation. We offer market-competitive salaries and strong equity compensation aimed at attracting and
retaining team members capable of making exceptional contributions to our success. Our compensation decisions are guided by the external
market, role criticality, and the contributions of each team member.
Facilities
Our corporate headquarters are located at 13355
Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.
Our Research and development and manufacturing
operations are located in Dayton, Ohio, where we own a building of approximately 27,646 square feet and lease a building of approximately
7,097 square feet.
Government Regulation and Compliance
There are government regulations pertaining to
battery safety, transportation of batteries, use of batteries in vehicles, factory safety and disposal of hazardous materials. We will
ultimately have to comply with these regulations to sell our battery products into market.
For example, we expect to become subject to federal
and state environmental laws and regulations regarding the handling and disposal of hazardous substances and solid waste, to include
electronic waste and battery cells. These laws regulate the generation, storage, treatment, transportation, and disposal of solid and
hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances
may have been released or disposed. In the course of ordinary operations, we, through third parties and contractors, might in the future
handle hazardous substances within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”)
and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites
at which these hazardous substances have been released into the environment. We might also become subject to the strict requirements
of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes for the generation or disposal of solid
waste, which may include hazardous waste.
Solidion expects to use existing factories to
produce solid-state batteries. The Occupational Safety and Health Act (“OSHA”), and comparable laws in other jurisdictions,
regulate the protection of the health and safety of workers in such factories. In addition, the OSHA hazard communication standard requires
that information be maintained about any hazardous materials used or produced in operations and that this information be provided to
employees, state and local government authorities, and the public.
The use, storage and disposal of battery packs
is regulated under federal law. We expect any batteries we produce will be required to conform to mandatory regulations governing the
transport of “dangerous goods” that may present a risk in transportation, which includes lithium-ion batteries, and are subject
to regulations issued by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”). These regulations are based
on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual Tests and Criteria. The regulations
vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck or air.
We expect that the EVs that would use our battery
technology would be subject to numerous regulatory requirements established by the National Highway Traffic Safety Administration (“NHTSA”),
including applicable U.S. federal motor vehicle safety standards (“FMVSS”). EV manufacturers must self-certify that the vehicles
meet or are exempt from all applicable FMVSSs before a vehicle can be imported into or sold in the U.S. There are numerous FMVSSs that
we expect would apply to vehicles that would use our battery technology. Examples of these requirements include:
| ● | Electric Vehicle
Safety — limitations on electrolyte spillage, battery retention and avoidance of electric
shock following specified crash tests; |
| ● | Crash Tests for
High-Voltage System Integrity — preventing electric shock from high voltage systems
and fires that result from fuel spillage during and after motor vehicle crashes. |
These standards and regulations cover various
aspects of battery safety, including electrical safety, mechanical safety, thermal safety, and environmental safety. They are developed
by organizations such as the Society of Automotive Engineers (also known as SAE), Underwriters Laboratories (“UL”), and regulatory
bodies such as NHTSA to ensure that batteries used in EVs meet specific safety requirements before being installed in a vehicle. There
are significant similarities among these standards; different EV makers require the battery suppliers to follow different standards.
We will work with UL and select EV makers to determine the required tests and to obtain the necessary safety certifications.
The United States Advanced Battery Consortium
(also known as USABC) provides the Battery Abuse Testing Manual for Electric and Hybrid Vehicle Applications, which defines abuse tests
for rechargeable energy storage systems (“RESSs”) used in electric vehicle applications. These tests evaluate the response
of RESS technologies to conditions or events that are outside of normal use. The manual recommends tests such as controlled crush, penetration,
thermal ramp, overcharge, and external short circuit tests across the cell, module, and pack levels (except for thermal ramp testing
at the pack level due to practical limitations). We plan to conduct internal safety tests at the cell levels, including nail penetration,
overcharging, and over-discharging at elevated temperatures, during the final research and development and prototyping stages. For the
remaining safety tests at the cell level, we will rely on third parties, such as UL, for safety certification purposes. We will also
collaborate with EV manufacturers to perform safety tests at the module and pack levels.
The timeline for conducting safety tests on batteries
for EVs will vary depending on factors such as the battery type, required testing standards, and the availability of testing facilities.
Typically, it takes several weeks to months to complete all the necessary safety tests at each level. Additionally, if any issues or
failures are identified during the testing process, additional time may be required to address these issues and retest the battery.
For more information, see “Risk Factors
— Risks Related to Legal and Regulatory Compliance” discussing regulations and regulatory risks related to product liability,
tax, employment, export controls, trade, data collection, privacy, environmental, health and safety, anti-corruption and anti-bribery
compliance.”
Legal Proceedings
There is no material litigation, arbitration
or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
ITEM 1A. RISK FACTORS
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together
with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto
included elsewhere in this Annual Report on Form 10-K. Our business, financial condition, results of operations or prospects could also
be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks
actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the
market price of our securities could decline, and you could lose part or all of your investment.
Risks Related to Solidion’s Business and Operations
Risks Related to Development and Commercialization
If our batteries fail to perform as expected,
our ability to develop, market and sell our batteries would be adversely affected.
Our batteries may contain defects in design and
manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. Our batteries are
inherently complex and incorporate technology and components that have not been used for certain applications and that may contain defects
and errors, particularly when first introduced to such applications. Although our batteries undergo quality control testing prior to
release for shipment, there can be no assurance that we will be able to detect and fix all defects prior to shipment, and nonconformances,
defects or errors could occur or be present in batteries that we release for shipment to customers. If our batteries fail to perform
as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate product recalls, each of which
could adversely affect our sales and brand and could adversely affect our business, financial condition, prospects and results of operations.
Our battery architecture is different from our
peers’ and may behave differently in customer use applications, certain applications of which we have not yet evaluated. This could
limit our ability to deliver to certain applications. In addition, our historical data on the performance and reliability of our batteries
is limited, and therefore our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage
in the market. Further, the structure of our battery is different from traditional lithium-ion batteries and therefore our batteries
could be susceptible to different and unknown failure modes leading our batteries to fail and cause a safety event in the field. Such
an event could result in the failure of our end customers’ product as well as the loss of life or property, resulting in severe
financial penalties for us, including the loss of revenue, cancelation of supply contracts and the inability to win new business due
to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when we enter into agreements
to supply our battery products to end product manufacturers, that the terms of these agreements may require us to bear certain costs
relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that
are incorporated in such end products.
OEMs may elect to pursue other battery
cell technologies, which likely would impair our revenue generating ability.
OEMs are motivated to develop and commercialize
improved battery cell technologies. To that end, OEMs partners have invested, and are likely to continue to invest in the future, in
their own development efforts and, in certain cases, in joint development agreements with our current and future competitors. If other
technology is developed more rapidly than our high-capacity anode and high-energy solid-state battery technology, or if such competing
technologies are determined to be more efficient or effective than our high-capacity anode and high-energy solid-state battery technology,
our partners may elect to adopt and install a competitor’s technology or products over ours, which could materially impact our
business, financial results, and prospects.
We have only conducted preliminary safety
testing on our high-capacity anode and high-energy solid-state battery technology, and our technology will require additional and extensive
safety testing prior to being installed in electric vehicles.
To achieve acceptance by automotive OEMs, our
anticipated commercial-sized our high-capacity anode and high-energy solid-state battery technology will have to undergo
extensive safety testing. We cannot assure you such tests will be successful, and we may identify different or new safety issues in our
development or the commercial cells that have not been present in our prototype cells. If we have to make design changes to address any
safety issues, we may have to delay or suspend commercialization, which could materially damage our business, prospects, financial condition,
operating results and brand.
We rely on complex equipment for our operations,
and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.
We rely heavily on complex equipment for our
operations and the production of our high-capacity anode and high-energy solid-state battery technology. The work required to integrate
this equipment into the production of our high-capacity anode and high-energy solid-state battery technology is time intensive and
requires us to work closely with the equipment providers to ensure that it works properly with our proprietary technology. This integration
involves a degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to
our high-capacity anode and high-energy solid-state battery technology.
Our current manufacturing facilities require,
and we expect our future manufacturing facilities will require, large-scale machinery and equipment. Such machinery and equipment may
unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. In addition,
because this equipment has historically not been used to build our high-capacity anode and high-energy solid-state batteries,
the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside
of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our products in a timely manner
and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation, difficulty or delays in obtaining
governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters.
Problems with our manufacturing equipment could
result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary
losses, delays and unanticipated fluctuations in production. In addition, in some cases operational problems may result in environmental
damage, administrative fines, increased insurance costs and potential legal liabilities. Any of these operational problems, or a combination
of them could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.
We may obtain licenses on technology that
has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected
if such technology does not perform as expected.
From time to time, we may license from third
parties technologies that have not been commercialized or which have been commercialized only to a limited extent. These technologies
may not perform as expected within our high-capacity anode and high-energy solid-state batteries and related products. If the cost,
performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets,
our projected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely
affected.
Substantial increases in the prices for
our raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply, could materially
and adversely affect our business.
We rely on third-party suppliers for components
and equipment necessary to develop our high-capacity anode and high-energy solid-state battery technology. We face risks relating
to the availability of these materials and components, including that we will be subject to demand shortages and supply chain challenges
and generally may not have sufficient purchasing power to eliminate the risk of price increases for the raw materials and tools we need.
To the extent that we are unable to enter into commercial agreements with our current suppliers or our replacement suppliers on favorable
terms, or these suppliers experience difficulties meeting our requirements, the development and commercial progression of our high-capacity
anode and high-energy solid-state battery technology and related technologies may be delayed.
Separately, we may become subject to various
supply chain requirements regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial
costs to comply with these requirements, which may include locating new suppliers if certain issues are discovered. We may not be able
to find any new suppliers for certain raw materials or components required for our operations, or such suppliers may be unwilling or
unable to provide us with products.
Any disruption in the supply of components, equipment
or materials could temporarily disrupt research and development activities or production of our high-capacity anode and high-energy
solid-state battery technology until an alternative supplier is able to supply the required material. Changes in business conditions,
unforeseen circumstances, governmental changes, and other factors beyond our control or which we do not presently anticipate, could also
affect our suppliers’ ability to deliver components or equipment to us on a timely basis. Any of the foregoing could materially
and adversely affect our results of operations, financial condition and prospects.
Currency fluctuations, trade barriers, tariffs
or shortages and other general economic or political conditions may limit our ability to obtain key components or equipment for our high-capacity
anode and high-energy solid-state battery technology or significantly increase freight charges, raw material costs and other expenses
associated with our business, which could further materially and adversely affect our results of operations, financial condition and
prospects.
We may be unable to adequately control
the costs associated with our operations and the components necessary to build our high-capacity anode and high-energy solid-state batteries,
and, if we are unable to control these costs and achieve cost advantages in our production of our high-capacity anode and high-energy
solid-state batteries at scale, our business will be adversely affected.
We require significant capital to develop our high-capacity
anode and high-energy solid-state battery technology and expect to incur significant expenses, including those relating to research and
development, raw material procurement, leases, sales and distribution as we build our brand and market our technologies, and general
and administrative costs as we scale our operations. Our ability to become profitable in the future will not only depend on our ability
to successfully develop and market our high-capacity anode and high-energy solid-state battery technology, but also to control our
costs. If we are unable to efficiently design, appropriately price, sell and distribute our high-capacity anode and high-energy
solid-state battery technology, our anticipated margins, profitability and prospects would be materially and adversely affected.
If we are unable to attract and retain
key employees and qualified personnel, our ability to compete could be harmed.
Our success depends on our ability to attract
and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost
their services. As we build our brand and become more well known, there is increased risk that competitors or other companies will seek
to hire our personnel. Our success also depends on our continuing ability to identify, hire, attract, train and develop other highly
qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our
ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the
future, and our failure to do so could seriously harm our business and prospects.
In addition, we are highly dependent on the services
of our senior technical and management personnel, including our executive officers, who would be difficult to replace. Further, our Executive
Chairman and Chief Science Officer will continue to be employed by G3 following the closing of the business combination, and his time
and attention may be diverted from Solidion’s business, which may have an impact on our business. If we do not succeed in attracting,
hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and
our business, financial condition, results of operations and prospects could be adversely affected.
Our insurance coverage may not be adequate
to protect us from all business risks.
We may be subject, in the ordinary course of
business, to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no
insurance coverage. As a general matter, the policies that we do have may include significant deductibles, and we cannot be certain that
our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds
policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results.
Furthermore, although we plan to obtain and maintain insurance for damage to our property and the disruption of our business, this insurance
may be challenging to obtain and maintain on terms acceptable to us and may not be sufficient to cover all of our potential losses.
Our facilities or operations could be damaged
or adversely affected as a result of natural disasters and other catastrophic events, including fire and explosions.
We currently conduct our operations in two facilities
in Dayton, Ohio. Our current and future development and manufacturing facilities or operations could be adversely affected by events
outside of our control, such as natural disasters, wars, health pandemics and epidemics such as the ongoing COVID-19 pandemic,
and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire,
explosions, floods, cyber-attacks (including ransomware attacks), typhoons, earthquakes, power loss, telecommunications failures, break-ins, war,
riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures,
technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware
as well as adversely affect our ability to conduct our research and development activities as and on the timeline currently contemplated.
Risks Related to Industry and Market Trends
The battery cell market continues to evolve
and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our
long-term business prospects among current and future partners and customers.
The battery cell market in which we compete continues
to evolve and is highly competitive. To date, we have focused our efforts on our high-capacity anode and high-energy solid-state
battery technology, a promising alternative to conventional lithium-ion battery cell technology. However, lithium-ion battery
cell technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we
do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also
may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third
parties that may further enhance their resources and competitive positioning. In addition, traditional lithium-ion battery
cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our
business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins.
Many automotive OEMs are researching and investing
in solid-state battery cell efforts and, in some cases, in battery cell development and production. We do not have exclusive relationships
with any OEM to provide their future battery cell technologies, and it is possible that the investments made by these OEMs might result
in technological advances earlier than, or superior in certain respect to, the high-capacity anode and high-energy solid-state battery
technology we are developing. There are a number of companies seeking to develop alternative approaches to high-capacity anodes and solid-state
battery cells. We expect competition in battery cell technology and electric vehicles to intensify due to increased demand for these
vehicles and a regulatory push for electric vehicles, continuing globalization, and consolidation in the worldwide automotive industry.
As new companies and larger, existing vehicle and battery cell manufacturers enter the high-capacity anode and solid-state battery cell
space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our position
in the market.
Furthermore, the battery cell industry also competes
with other emerging or evolving technologies, such as natural gas, advanced diesel and hydrogen-based fuel cell powered vehicles. Developments
in alternative technologies or improvements in batteries technology made by competitors may materially adversely affect the sales, pricing
and gross margins of our products. As technologies change, we will attempt to upgrade or adapt our products to continue to provide products
with the latest technology. However, our products may become obsolete, or our research and development efforts may not be sufficient
to adapt to changes in or to create the necessary technology to effectively compete. If we are unable to keep up with competitive developments,
including if such technologies achieve lower prices or enjoy greater policy support than the lithium-ion battery cell industry,
our competitive position and growth prospects may be harmed. Similarly, if we fail to accurately predict and ensure that our high-capacity
anode and high-energy solid-state battery technology can address customers’ changing needs or emerging technological trends, or
if our customers fail to achieve the benefits expected from our high-capacity anode and high-energy solid-state battery technology,
our business will be harmed.
We must continue to commit significant resources
to develop our high-capacity anode and high-energy solid-state battery technology in order to establish a competitive position,
and these commitments must be made without knowing whether our investments will result in products potential customers will accept. There
is no assurance we will successfully identify new customer requirements, develop and bring our high-capacity anode and high-energy
solid-state battery technology to market on a timely basis, or that products and technologies developed by others will not render our high-capacity
anode and high-energy solid-state battery technology obsolete or noncompetitive, any of which would adversely affect our business and
operating results.
We expect that automotive OEMs and top tier battery
cell suppliers will be less likely to license our high-capacity anode and high-energy solid-state battery technology if they are not
convinced that our business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest
time and resources in developing business relationships with us if they are not convinced that our business will succeed in the long
term. Accordingly, in order to build and maintain our business, we must instill and maintain confidence among current and future partners,
customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining
such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as:
| ● | our limited operating
history; |
| ● | market unfamiliarity
with our products; |
| ● | delays in or impediments
to completing or achieving our research and development goals; |
| ● | unexpected costs
that automotive OEM and top tier cell partners may be required to incur to scale manufacturing,
delivery and service operations to meet demand for electric vehicles containing our technologies
or products; |
| ● | competition and
uncertainty regarding the future of electric vehicles; |
| ● | the development
and adoption of competing technologies that are less expensive and/or more effective than
our products; and |
| ● | our eventual production
and sales performance compared with market expectations. |
Our future growth and success are dependent upon consumers’
willingness to adopt electric vehicles.
Our growth and future demand for our products
is highly dependent upon the adoption by consumers of alternative fuel vehicles in general and electric vehicles in particular. The market
for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and factors, evolving
government regulation and industry standards, and changing consumer demands and behaviors. If the market for electric vehicles in general
does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results
could be harmed.
We may not succeed in attracting customers
during the development stage or for high volume commercial production, and our future growth and success depend on our ability to attract
customers.
We may not succeed in attracting customers during
our development stage or for high volume commercial production. Customers may be wary of unproven products or not be inclined to work
with less established businesses. In addition, if we are unable to attract new customers in need of high-volume commercial production
of our products, our business will be harmed.
Automotive OEMs are often large enterprises.
Therefore, our future success will depend on our or our partners’ ability to effectively sell our products to such large customers.
Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller
customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating
contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be
spent on a potential end-customer that elects not to purchase our products.
Automotive OEMs that are large organizations
often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations
are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally,
large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader
range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue
recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential
customers.
We may not be able to accurately estimate
the future supply and demand for our high-capacity anode and high-energy solid-state battery technology, which could result in a
variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing
requirements, we could incur additional costs or experience delays.
It is difficult to predict our future revenues
and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate
being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to
potential customers. Currently, there is no historical basis for making judgments on the demand for our high-capacity anode and
high-energy solid-state battery technology or our ability to develop, manufacture, and deliver such products, or our profitability in
the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs.
If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products
and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary
significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we
fail to order sufficient quantities of product components in a timely manner, the delivery of our high-capacity anode and high-energy
solid-state battery technology to our potential customers could be delayed, which would harm our business, financial condition and operating
results.
Risks Related to Limited Operating History
Our business model has yet to be tested
and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation
and could result in substantial liabilities that exceed our resources.
Investors should be aware of the difficulties
normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course
of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must
be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is,
therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able
to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties
frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter
unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital requirements of our
business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures.
Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.
It is difficult to predict our future revenues
and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event
that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial
position could be materially affected. The projected financial information appearing elsewhere in these materials was prepared by management
and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s
growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such
projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects
of economic, business, competitive, regulatory, legislative, and political or other changes.
We are an early-stage company with a history
of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We incurred a net loss of approximately $3.9 million
for the year ended December 31, 2022, and approximately $5.3 million for the year ended December 31, 2023. We believe that
we will continue to incur operating and net losses each quarter until the time significant production of our high-capacity anode
and high-energy solid-state battery technology begins.
We expect the rate at which we will incur losses
to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the
design, development and manufacturing of our high-capacity anode and high-energy solid-state battery technology; expand our research
and development activities; invest in additional research and development and manufacturing capabilities; build up inventories of raw
materials and other components; commence sales and marketing activities; develop our distribution infrastructure; and increase our general
and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate
or that these efforts may not result in revenues, which would further increase our losses.
Our history of recurring losses and anticipated
expenditures raise substantial doubts about our ability to continue as a going concern. Our ability to continue as a going concern requires
that we obtain sufficient funding to finance our operations.
We have incurred operating losses to-date and
it is possible we will never generate profit. Our ability to continue as a going concern depends on generating cash from operations,
and the potential of obtaining additional debt or equity financing. There can be no assurance that we will be successful in these efforts.
The financial statements include in this Annual Report do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties
related to our ability to operate on a going concern basis.
If we are unable to raise sufficient capital
when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need
to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might
have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than
the values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern
may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations
with third parties due to concerns about our ability to meet our contractual obligations.
We may require additional capital to support
business growth, and this capital might not be available on commercially reasonable terms or at all. There is substantial doubt as to
our ability to continue as a going concern.
We may need additional capital
before we commence generating revenues, and it may not be available on acceptable terms, if at all. For example, our capital budget assumes,
among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current
expectations, both of which are subject to various risks and uncertainties, including those described herein.
In addition, as discussed above, we have experienced
recurring losses from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as
a going concern, which has also been cited in our independent auditors’ reports. Our ability to continue as a going concern depends
on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance
we will be successful in these efforts.
More specifically, we expect our capital expenditures
and working capital requirements to increase materially in the near future, as we accelerate our research and development efforts and
scale up production operations with our partners. As we approach commercialization, we expect our operating expenses will increase substantially
on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company.
As a result, we may need to access the debt and
equity capital markets to obtain additional financing in the future. However, these sources of financing may not be available on acceptable
terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including:
| ● | the level of success
we have experienced with our research and development programs; |
| ● | our operating
performance; |
| ● | our ability to
incur additional debt in compliance with any agreements governing our then-outstanding debt. |
These factors may make the timing, amount, terms
or conditions of additional financings unattractive to us. If we raise additional funds by issuing equity, equity-linked or debt securities,
those securities may have rights, references or privileges senior to the rights of our currently issued and outstanding equity or debt,
and our existing stockholders may experience dilution. If we are unable to generate sufficient funds from operations or raise additional
capital, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition
opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business,
operating results, financial condition and prospects.
We may have potential business conflicts
of interest with G3 with respect to our past and ongoing relationships. We may not be able to resolve any potential conflicts, and, even
if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.
Conflicts of interest may arise with G3 in a
number of areas relating to our past and ongoing relationships, including labor, tax, employee benefit, indemnification and other matters
arising from the Restructuring; intellectual property matters, including the Patent Assignment (as defined above); and employee recruiting
and retention, including matters related to the dual employment arrangement of our Executive Chairman and Chief Science Officer with
Solidion and G3. In addition, certain of our directors and employees may have actual or potential conflicts of interest because of their
financial interests in G3. Because of their current or former positions with G3, certain of our executive officers and directors, including
our Executive Chairman and Chief Science Officer, own equity interests in G3. Continuing ownership of equity interests in G3 could create,
or appear to create, potential conflicts of interest if Solidion and G3 face decisions that could have implications for both Solidion
and G3.
If we fail to effectively manage our future
growth, we may not be able to market and license the technology and know-how to manufacture or sell our high-capacity
anode and high-energy solid-state battery technology successfully.
We intend to expand our operations significantly,
with a view toward accelerating our research and development activities and positioning our company for potential commercialization of
our technologies. In connection with these efforts, we anticipate hiring, retaining and training personnel, acquiring and installing
equipment to support the commercialization process of our products, and implementing administrative infrastructure, systems and processes.
That said, our management team will have considerable discretion in the application of the funds available to us following completion
of the business combination. We may use these funds for purposes that do not yield a significant return or any return at all for our
stockholders. In addition, pending their use, we may invest the cash held at closing of the business combination in a manner that does
not produce income or that loses value. If we cannot manage our growth effectively, including by controlling our expenditures for these
initiatives to the greatest extent possible, our business could be harmed.
Most of our management does not have experience in operating
a public company.
Most of our executive officers do not have experience
in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public
company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. We may not
have adequate personnel with the appropriate level of knowledge, experience, and training in the policies, practices or internal controls
over financial reporting required of public companies in the United States. As a result, we may be required to pay higher outside
legal, accounting or consulting costs than our competitors, and our management team members may have to devote a higher proportion of
their time to issues relating to compliance with the laws applicable to public companies, both of which might put us at a disadvantage
relative to competitors.
We may not succeed in establishing, maintaining
and strengthening our brand, which would materially and adversely affect customer acceptance of our technologies and our business, revenues
and prospects.
Our business and prospects depend on our ability
to develop, maintain and strengthen our brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity
to build a critical mass of customers. The automobile industry is intensely competitive, and we may not be successful in building, maintaining
and strengthening our brand. Our current and potential competitors, including many battery cell manufacturers and automotive OEMs around
the world, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If
we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially
and adversely impacted.
Risks Related to Intellectual Property
We rely heavily on owned intellectual property,
which includes patent rights, trade secrets, copyright, trademarks, and know-how. If we are unable to protect and maintain
access to these intellectual property rights, our business and competitive position would be harmed.
We may not be able to prevent unauthorized use
of our owned intellectual property, which could harm our business and competitive position. We rely on a combination of the intellectual
property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions,
as well as contractual protections, to establish, maintain and enforce rights and competitive advantage in our proprietary technologies.
Despite our efforts to protect our proprietary rights, third parties, including our business partners, may attempt to copy or otherwise
obtain and use our intellectual property without our consent or may decline to license necessary intellectual property rights from us
on terms favorable to our business. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we
have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation,
could require involvement of the licensor, be time-consuming and expensive, and could divert management’s attention, all of which
could harm our business, results of operations and financial condition. In addition, existing intellectual property laws and contractual
remedies may afford less protection than needed to safeguard our proprietary technologies.
Patent, copyright, trademark and trade secret
laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent
as the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States
and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may
be impossible outside of the United States. Failure to adequately protect our owned intellectual property rights could result in
our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage,
a decrease in our revenue and reputational harm caused by inferior products offered by third parties, which would adversely affect our
business, prospects, financial condition and operating results.
Our patent applications may not result
in issued patents, which would result in the disclosures in those applications being available to the public. Also, our patent rights
may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to
prevent others from interfering with commercialization of our products.
Our patent portfolio includes many patent applications.
Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from
commercially exploiting products similar to our products to our disadvantage. The status of patents involves complex legal and factual
questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file
will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors
with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed
and are developing our technology, any number of which could be considered prior art and prevent us from obtaining a patent. Any of our
future or existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid
or unenforceable. Furthermore, patent applications filed in foreign countries may be subject to laws, rules and procedures that differ
from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents
will be issued.
We have not performed exhaustive searches
or analyses of the intellectual property landscape of the battery industry; therefore, we are unable to guarantee that our technology,
or its ultimate integration into electric vehicle battery packs, does not infringe intellectual property rights of third parties. We
may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur
substantial costs.
Companies, organizations or individuals, including
our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere
with our ability to make, use, develop, sell, license, lease or market our products or technologies, which could make it more difficult
for us to operate our business. From time to time, we may receive inquiries from third parties relating to whether we are infringing
their intellectual property rights and/or seek court declarations that they do not infringe upon our intellectual property rights. Companies
holding patents or other intellectual property rights relating to batteries may bring suits alleging infringement of such rights or otherwise
asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual
property rights, we may be required to do one or more of the following:
| ● | cease selling,
leasing, incorporating or using products that incorporate the challenged intellectual property; |
| ● | pay substantial
damages; |
| ● | materially alter
our research and development activities and proposed production processes; |
| ● | obtain a license
from the holder of the infringed intellectual property right, which may not be available
on reasonable terms or at all; or |
| ● | redesign our battery
cells at significant expense. |
In the event of a successful claim of infringement
against us and our failure or inability to obtain a license to continue to use the technology on reasonable terms, our business, prospects,
operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not
well-founded, could result in substantial costs, negative publicity, reputational harm and diversion of resources and management’s
attention.
Risks Related to Finance and Accounting
Our expectations and targets regarding
the times when we will achieve various technical, pre-production and production-level performance objectives depend in large
part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed,
could have a material adverse effect on our actual operating results and performance.
Our expectations and targets regarding the times
when we will achieve various technical, pre-production and production objectives reflect our current expectations and estimates.
Whether we will achieve these objectives when we expect depends on a number of factors, many of which are outside our control, including,
but not limited to:
| ● | success and timing
of our development activity and ability to develop our high-capacity anode and high-energy
solid-state batteries that achieves our desired performance metrics and achieves the requisite
automotive industry validations before our competitors; |
| ● | unanticipated
technical or manufacturing challenges or delays; |
| ● | technological
developments relating to lithium-ion, lithium-metal all-solid-state or
other batteries that could adversely affect the commercial potential of our technologies; |
| ● | the extent of
consumer acceptance of electric vehicles generally, and those deploying our products, in
particular; |
| ● | competition, including
from established and future competitors in the battery cell industry or from competing technologies
such as hydrogen fuel cells that may be used to power electric vehicles; |
| ● | whether we can
obtain sufficient capital when required to sustain and grow our business, including through
the acquisition and installation of equipment to support the commercialization process of
our products and the operation and maintenance of our facilities; |
| ● | our ability to
manage our growth; |
| ● | whether we can
manage relationships with key suppliers and the availability of the raw materials we need
to procure from them; |
| ● | our ability to
retain existing key management, integrate recent hires and attract, retain and motivate qualified
personnel; and |
| ● | the overall strength
and stability of domestic and international economies. |
Unfavorable changes in any of these or other
factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned
and our business, results of operations and financial results.
Incorrect estimates or assumptions by management
in connection with the preparation of our financial statements could adversely affect our reported assets, liabilities, income, revenue
or expenses.
The preparation of our consolidated financial
statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities,
income, revenue or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our
reported amounts of assets, liabilities, income, revenue and expenses during the reporting periods. If we make incorrect assumptions
or estimates, our reported financial results may be over or understated, which could materially and adversely affect our business, financial
condition and results of operations.
Our disclosure controls and procedures may not prevent or detect
all errors or acts of fraud.
We are subject to certain reporting requirements
of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed
by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures
or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the
inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.
We will incur significant increased expenses
and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of
operations.
We will face increased legal, accounting, administrative
and other costs and expenses as a public company that we did not incur as a private company prior to our merger with Nubia. The Sarbanes-Oxley
Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder,
the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the securities exchanges, impose additional reporting
and other obligations on public companies. The development and implementation of the standards and controls necessary for us to achieve
the level of accounting standards required of a public company in the United States may require costs greater than expected. It
is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public
company, which will increase our operating costs in future periods.
Compliance with public company requirements will
increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities
we have not done previously. For example, we have created, or will create, new Board committees and adopted, or will adopt, new internal
controls and disclosure controls and procedures. In addition, we will incur expenses associated with SEC reporting requirements. Furthermore,
if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant
deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence
of those issues could adversely affect our reputation or investor perceptions of it. It will also be more expensive to obtain director
and officer liability insurance. The additional reporting and other obligations imposed by these rules and regulations will increase
legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs
will require us to spend money that could otherwise be used on our research and development programs and to achieve strategic objectives.
Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which
could further increase costs.
The unavailability, reduction or elimination of government and
economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results.
We currently, and expect to continue to, benefit
from certain government subsidies and economic incentives including tax credits, rebates and other incentives that support the development
and adoption of clean energy technology. We cannot assure you that these subsidies and incentive programs will be available to us at
the same or comparable levels in the future. Any reduction, elimination or discriminatory application of government subsidies and economic
incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and
renewable energy products or other reasons, may require us to seek additional financing, which may not be obtainable on commercially
attractive terms or at all, and may result in the diminished competitiveness of the battery cell industry generally or our high-capacity
anode and high-energy solid-state battery technology in particular. Any change in the level of subsidies and incentives from which we
benefit could materially and adversely affect our business, prospects, financial condition and operating results.
Risks Related to Legal and Regulatory Compliance
We are subject to regulations regarding
the storage and handling of various products. We may become subject to product liability claims, which could harm our financial condition
and liquidity if we are not able to successfully defend or insure against such claims.
We may become subject to product liability claims
which could harm our business, prospects, operating results, and financial condition. We face inherent risk of exposure to claims in
the event our high-capacity anode and high-energy solid-state battery technology does not perform as expected or malfunction resulting
in personal injury or death. Our risks in this area are particularly pronounced given our high-capacity anode and high-energy solid-state
battery technology is still in the development stage and have not yet been commercially tested or mass produced. A successful product
liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial
negative publicity about our technology and business and inhibit or prevent commercialization of our high-capacity anode and high-energy
solid-state battery technology and future product candidates, which would have a material adverse effect on our brand, business, prospects
and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking
significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our
reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially
acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim
under then-existing policies.
From time to time, we may be involved in
litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and
consolidated financial position.
We may be involved in a variety of litigation,
other claims, suits, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from
time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings and investigations arising
in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other
disputes with potential customers, former employees and suppliers, intellectual property matters, personal injury claims, environmental
issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented
by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our
reputation.
We are subject to substantial regulation,
and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.
The sale of electric vehicles, and motor vehicles
in general, is subject to substantial regulation under international, federal, state and local laws, including export control laws and
other international trade regulations, which are continuously evolving as technology develops and becomes more widely adopted. We anticipate
that our high-capacity anode and high-energy solid-state battery technology also would be subject to these regulations, and we expect
to incur significant costs in complying with these regulations.
The U.S. government has made and continues
to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including
imposing tariffs on certain goods imported into the United States, increasing scrutiny on foreign direct investment, and modifying
export control laws applicable to certain technologies. In retaliation, other countries have implemented, and continue to evaluate, imposing
additional trade controls on a wide range of American products and companies. The U.S. or foreign governments may take additional
administrative, legislative, or regulatory action that could materially interfere with our ability to source and procure the raw materials
we need for our research and development activities and, in the future, to sell products in certain countries. Sustained uncertainty
about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and
its trading partners could result in a global economic slowdown and long-term changes to global trade. Any alterations to our business
strategy or operations made in order to adapt to or comply with any such changes could be time-consuming and expensive, and certain of
our competitors may be better suited to withstand or react to these changes.
To the extent the laws change, our products may
not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance
with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive,
our business, prospects, financial condition and operating results would be adversely affected.
Internationally, there may be laws in jurisdictions
we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices.
The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles
that may interfere with our ability to commercialize our products could have a negative and material impact on our business, prospects,
financial condition and results of operations.
Our technology and our website, systems,
and data we maintain may be subject to intentional disruption, security breaches and other security incidents, or alleged violations
of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation
and future sales. We may be required to expend significant resources to continue to modify or enhance our protective measures to detect,
investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged failure to comply with applicable
cybersecurity or data privacy legislation or regulation could have a material adverse effect on our business, reputation, results of
operations or financial condition.
We expect to face significant challenges with
respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as
well as with respect to the data stored on or processed by these systems. We also anticipate receiving and storing confidential business
information of our partners and customers. Advances in technology, an increased level of sophistication and expertise of hackers, and
new discoveries in the field of cryptography can result in a compromise or breach of the systems used in our business or of security
measures used in our business to protect confidential information, personal information, and other data. We may be a target for attacks
designed to disrupt our operations or to attempt to gain access to our systems or to data that we possess, including proprietary information
that we obtain from our partners pursuant to our agreements with them. We also are at risk for interruptions, outages and breaches of
our and our outsourced service providers’ operational systems and security systems, our integrated software and technology, and
data that we or our third-party service providers process or possess. These may be caused by, among other causes, physical theft, viruses,
or other malicious code, denial or degradation of service attacks, ransomware, social engineering schemes, and insider theft or misuse.
The security risks we and our outsourced service providers face could also be elevated in connection with the Russian invasion of Ukraine,
as we and our outsourced service providers are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors,
including retaliatory attacks from Chinese or Russian actors against U.S.-based companies.
The availability and effectiveness of our technology
and our ability to conduct our business and operations depend on the continued operation of information technology and communications
systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems we currently use or may use in the future
in conducting our business, including data centers and other information technology systems, will be vulnerable to damage or interruption.
Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security
breaches and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions
by employees, service providers, or others. We currently use, and may use in the future, outsourced service providers to help provide
certain services, and any such outsourced service providers face similar security and system disruption risks as us. Our ability to monitor
our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those
security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal,
confidential, or other data, including data relating to individuals. Some of the systems used in our business will not be fully redundant,
and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data
centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation,
business, financial condition, prospects and results of operations.
Significant capital and other resources may be
required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems
caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required
may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain
unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. In particular,
ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate
and may result in significant expense.
In addition, we may face increased compliance
burdens regarding such requirements with regulators and customers regarding our battery products and also incur additional costs for
oversight and monitoring of our supply chain. These additional compliance and logistical burdens are attenuated through our international
partnerships. We also cannot be certain that these systems, networks, and other infrastructure or technology upon which we rely, including
those of our third-party suppliers or service providers, will be effectively implemented, maintained or expanded as planned, or will
be free from bugs, defects, errors, vulnerabilities, viruses, ransomware, or other malicious code. We may be required to expend significant
resources to make corrections or to remediate issues that are identified or to find alternative sources.
Any failure or perceived failure by us or our
service providers to prevent information security breaches or other security incidents or system disruptions, or any compromise of security
that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of,
our information, or any personal information, confidential information, or other data could result in loss or theft of proprietary or
sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, regulatory
investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident
or disruption could also divert the efforts of our technical and management personnel and could require us to incur significant costs
and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools, devices,
policies, and other measures designed to prevent actual or perceived security breaches and other incidents and system disruptions. Moreover,
we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties
of, and otherwise address the incident or breach and its root cause, and most jurisdictions have enacted laws requiring companies to
notify individuals, regulatory authorities and others of security breaches involving certain types of data.
Further, we cannot assure that any limitations
of liability provisions in our current or future contracts that may be applicable would be enforceable or adequate or would otherwise
protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related
matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available
in sufficient amounts to cover claims related to a security breach or incident, or that the insurer will not deny coverage as to any
future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in
our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could
have a material adverse effect on our business, including our reputation, financial condition, and results of operations.
Additionally, laws, regulations, and other actual
and potential obligations relating to privacy, data hosting and other processing of data, data protection, and data security are evolving
rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the
future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require us
to modify our operations and practices, restrict our activities, and increase our costs. Further, these laws, regulations, and other
obligations are complex and evolving rapidly, and we cannot provide assurance that we will not be subject to claims, allegations, or
other proceedings related to actual or alleged obligations relating to privacy, data protection, or data security. It is possible that
these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent
with our business or practices. We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations
relating to privacy and data security in order to comply. Any failure or alleged or perceived failure to comply with any applicable laws,
regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations
and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against
us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a
negative impact on our business, financial condition, prospects and results of operations.
We are subject to various existing and
future environmental health and safety laws, which may result in increased compliance costs or additional operating costs and restrictions.
Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our
financial results or operations.
Our company and our operations, as well as our
contractors, suppliers, and customers, are subject to numerous federal, state, local and foreign environmental laws and regulations governing,
among other things, the generation, storage, transportation, and disposal of hazardous substances and wastes. We are also subject to
a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse and
recycling of electronic waste, as well as regulations regarding the hazardous material contents of electronic product components and
product packaging, and non-hazardous wastes. We or others in our supply chain may be required to obtain permits and comply
with procedures that impose various restrictions and operations that could have adverse effects on our operations. If key permits and
approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for our
operations or on a timeline that meets our commercial obligations, it may adversely impact our business. There are also significant capital,
operating and other costs associated with compliance with these environmental laws and regulations.
Environmental and health and safety laws and
regulations are subject to change and may become more stringent in the future, such as through new regulations enacted at the supranational,
national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature
and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business.
Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, could cause additional
expenditures, restrictions, and delays in connection with our operations as well as our other future projects, or may require us to manufacture
with alternative technologies and materials.
Our manufacturing process creates regulated air
emissions which are typically managed within established permit limits by available emissions control technology. Should permitted limits
or other requirements change in the future, the company may be required to install additional, more costly control technology. If we
were to violate any such permit or related permit conditions, we may incur significant fines and penalties.
We rely on third parties to ensure compliance
with certain environmental laws, including those relating to the disposal of wastes. Any failure to properly handle or dispose of wastes,
regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, as well as liability
for any impacts to human health or natural resources. The costs of liability with respect to contamination could have a material adverse
effect on our business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third
parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs
for compliance with environmental laws and regulations.
Our research and development activities expose
our employees to potential occupational hazards such as, but not limited to, the presence of hazardous materials, machines with moving
parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents.
There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Employees may be exposed
to toxic hydrogen sulfide as a result of the components we use being exposed to moisture. If released in an uncontrolled manner, this
hydrogen sulfide can create hazardous working conditions. Consequences may include litigation, fines, increased insurance premiums, mandates
to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.
Some of our operations involve the manufacture
and/or handling of a variety of explosive and flammable materials. We might experience incidents such as leaks and ruptures, explosions,
fires, transportation accidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous
substances or gases and environmental hazards in the future or that these incidents will not result in production delays or otherwise
have a material adverse effect on our business, financial condition or results of operations, for which we may not be adequately insured.
We are or will be subject to anti-corruption
and anti-bribery and anti-money laundering and similar laws, and non-compliance with such laws can subject us to administrative,
civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect
our business, results of operations, financial condition and reputation.
We are subject to the FCPA, the U.S. domestic
bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and possibly other anti-bribery and anti-corruption laws
and anti-money laundering laws in various jurisdictions in which we conduct, or in the future may conduct, activities. Anti-corruption
and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit us and our
officers, directors, employees, business partners agents, representatives and third-party intermediaries from corruptly offering, promising,
authorizing or providing, directly or indirectly anything of value to recipients in the public or private sector.
We may leverage third parties
to sell our battery products and conduct our business abroad. We, our officers, directors, employees, business partners agents, representatives
and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned
or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives,
business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure you that all
of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will not take actions
in violation of applicable law, for which we may be ultimately held responsible. As our international activities and sales expand, our
risks under these laws may increase.
These laws also require companies
to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system
of adequate internal accounting controls and compliance procedures designed to prevent any such actions. While we have certain policies
and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors, employees, business partners
agents, representatives and third-party intermediaries will take actions in violation of our policies and applicable law, for which we
may be ultimately held responsible.
Any allegations or violation
of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject us to whistleblower
complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages, loss of export privileges,
and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts, collateral consequences,
remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial condition,
prospects and results of operations. Responding to any investigation or action will likely result in a materially significant diversion
of management’s attention and resources and significant defense costs and other professional fees.
Recent and potential tariffs imposed by
the U.S. government or a global trade war could increase the cost of our products, which could have a material adverse effect on
our business, financial condition and results of operations.
The U.S. government has
and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade,
including imposing tariffs on certain goods imported into the United States. In retaliation, China has implemented, and continues
to evaluate imposing additional tariffs on a wide range of American products. There is also a concern that the imposition of additional
tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war.
More specifically, the U.S. government has from time to time imposed significant tariffs on certain product categories imported
from China. Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation
of parts of our batteries and certain production equipment that are manufactured in China. If we attempt to renegotiate prices with suppliers
or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also
consider increasing prices to the end consumer; however, this could reduce the competitiveness of our products and adversely affect net
sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of the date
of this report, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the
United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial
condition and results of operations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations
between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken
by the other countries in retaliation. Any further deterioration in the relations between the United States and China could exacerbate
these actions and other governmental intervention. For example, a future event that created additional U.S.-China tensions could potentially
increase the risks associated with the business and operations of U.S.-based technology companies in China.
The U.S. or foreign governments
may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to sell products
in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade
tensions between the United States and its trading partners, especially China, could result in a global economic slowdown and long-term
changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China. Any alterations to our
business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and
certain of our competitors may be better suited to withstand or react to these changes.
Risks Related to Ownership of Our Common Stock
A significant portion of Solidion’s
Common Stock is restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted
to the holders thereof. The exercise of such rights could cause the market price of Solidion’s Common Stock to drop significantly,
even if our business is doing well.
The market price of shares of Solidion’s
Common Stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number
of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend
to sell their shares.
Concurrently with the execution of the Merger
Agreement, Solidion and G3 entered into a lock-up agreement, pursuant to which G3 agreed not to, during the Lock-up Period (as defined
below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection
with the Transactions (the “Lock-up Shares”), enter into a transaction that would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares,
whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. As used herein, “Lock-Up
Period” means the period commencing on the Closing and ending six months after the Closing. The Sponsor is subject
to the same Lock-Up Period pursuant to the Parent Support Agreement. However, following the expiration of such lock-up periods, G3 and
the Sponsor and their permitted transferees will not be restricted from selling Solidion securities held by them, other than by applicable
securities laws.
In addition, G3 and certain other stockholders
of Solidion entered into a registration rights agreement (the “Registration Rights Agreement”) with Solidion. An aggregate
of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration Rights Agreement, which consist of
3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC,
5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 69,800,000 shares
of stock issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled
to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the
Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for
registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise
two demand registrations under the Registration Rights Agreement. If at any time following the Closing, Solidion proposes to file a registration
statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of
such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back”
registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions.
As such, sales of a substantial number of shares
of Solidion’s Common Stock in the public market could occur at any time. These sales, or the perception in the market that the
holders of a large number of shares intend to sell shares, could reduce the market price of Solidion’s Common Stock.
Solidion is a “controlled company”
within the meaning of Nasdaq listing standards and, as a result, qualifies for, and may rely on, exemptions from certain corporate governance
requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.
Because G3 holds approximately 85.3% of the voting
power of Solidion, Solidion qualifies as a “controlled company” within the meaning of the corporate governance standards
of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another
company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the
requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee
that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent
directors. We do not plan to rely upon the “controlled company” exemptions.
However, Solidion may in the future decide to
rely on the controlled company exemptions should it decide that it is in its interest to do so. Solidion may rely on the corporate governance
exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders
will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements
of Nasdaq and we cannot predict the impact this may have on the price of our public shares.
We may issue additional shares of Solidion’s
Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market
price of your shares.
We may issue additional shares of Solidion’s
Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions,
repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.
Our issuance of additional shares of Solidion’s
Common Stock or other equity securities of equal or senior rank could have the following effects:
| ● | your
proportionate ownership interest in Solidion will decrease; |
| ● | the
relative voting strength of each previously outstanding share of common stock may be diminished;
or |
| ● | the
market price of our shares of Solidion stock may decline. |
A market for Solidion’s securities
may not continue, which would adversely affect the liquidity and price of Solidion’s securities.
The price of Solidion’s securities may
fluctuate significantly due to general market and economic conditions. An active trading market for Solidion’s securities may not
be sustained. In addition, the price of Solidion’s securities can vary due to general economic conditions and forecasts, Solidion’s
general business condition and the release of Solidion’s financial reports. Additionally, if Solidion’s securities become
delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity
securities that is not a national securities exchange, the liquidity and price of Solidion’s securities may be more limited than
if Solidion was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless
a market can be established or sustained.
There can be no assurance that the Public
Warrants will be in the money during their exercise period, and they may expire worthless.
The exercise price for our Public Warrants is
$11.50 per share. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the
warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, dated March 10, 2022, provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects
the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders
of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public
Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments
to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares
of Solidion Common Stock purchasable upon exercise of a Public Warrant.
Solidion may redeem unexpired warrants,
in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.
We have the ability to redeem outstanding warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale
price of Solidion Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading
day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless
an effective registration statement under the Securities Act covering the Solidion Common Stock issuable upon exercise of the warrants
is effective and a current prospectus relating to those Solidion Common Stock is available throughout the thirty (30-) day redemption
period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the
Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could
force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for
such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants
or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to
be substantially less than the market value of such warrants.
If securities or industry analysts do not
publish or cease publishing research or reports about Solidion, its business, or its market, or if they change their recommendations
regarding Solidion’s Common Stock adversely, then the price and trading volume of Solidion’s Common Stock could decline.
The trading market for Solidion’s Common
Stock is influenced by the research and reports that industry or securities analysts may publish about us, Solidion’s business
and operations, Solidion’s market, or Solidion’s competitors. Securities and industry analysts do not currently, and may
never, publish research on Solidion. If no securities or industry analysts commence coverage of Solidion, Solidion’s stock price
and trading volume would likely be negatively impacted. If any of the analysts who may cover Solidion change their recommendation regarding
Solidion’s stock adversely, or provide more favorable relative recommendations about Solidion’s competitors, the price of
Solidion’s Common Stock would likely decline. If any analyst who may cover Solidion were to cease coverage of Solidion or fail
to regularly publish reports on it, we could lose visibility in the financial markets, which could cause Solidion’s stock price
or trading volume to decline.
Changes in laws, regulations or rules,
or a failure to comply with any laws, regulations or rules, may adversely affect Solidion’s business, investments and results of
operations.
Solidion will be subject to laws, regulations
and rules enacted by national, regional and local governments and Nasdaq. In particular, Solidion will be required to comply with certain
SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may
be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from
time to time and those changes could have a material adverse effect on Solidion’s business, investments and results of operations.
In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse
effect on Solidion’s business and results of operations.
The JOBS Act permits “emerging growth
companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies
that are not emerging growth companies.
We currently qualify as an “emerging growth
company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will
continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not
emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor
attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
(ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statement. As a result, our stockholders may not have
access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day
of the fiscal year: (a) following March 15, 2027, the fifth anniversary of our IPO; (b) in which we have total annual
gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market
value of Solidion’s common stock that is held by non-affiliates exceeds $700 million as of the last business day of our
prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
In addition, Section 107
of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised
accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An
emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
We cannot predict if investors will find Solidion’s
common stock less attractive because we rely on these exemptions. If some investors find Solidion’s common stock less attractive
as a result, there may be a less active trading market for Solidion’s common stock and our stock price may be more volatile.
ITEM 1B. UNRESOLVED
STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Prior to the consummation of our business combination
on February 2, 2024, we were a special purpose acquisition company with no business operations. Since our IPO, our sole business activity
has been identifying and evaluating acquisition transaction candidates that meet our investment criteria. Therefore, we do not consider
that we face significant cybersecurity risk. We have not adopted any cybersecurity risk management program or formal processes for assessing
cybersecurity risk.
Our management oversees the assessment and management
of cybersecurity threats. In the event of any reportable cybersecurity incident, our management shall promptly notify our board of directors,
including determining the necessary actions such as disclosure, mitigation, or other appropriate responses.
We have not encountered any cybersecurity incidents since our Initial
Public Offering.
ITEM 2. PROPERTIES
We maintain our corporate headquarters located
at 13355 Noel Rd., Suite 1100, Dallas, Texas, and our telephone number is (972) 918-5120.
We maintain our research and development and
manufacturing operations located in Dayton, Ohio, where we own a building of approximately 27,646 square feet and lease a building
of approximately 7,097 square feet.
ITEM 3. LEGAL PROCEEDINGS
From time to time, a public company can become
involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that are likely
to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.
ITEM 4. MINE SAFETY
DISCLOSURES
None.
PART
II
ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock have traded on the Nasdaq Global
Market, or Nasdaq, under the symbol “STI” on February 5, 2024. Prior to that date, Nubia's Class A Common Stock and Public
Warrants were listed on the Nasdaq Global under the symbols "NUBI" and "NUBIW" respectively.
Holders of Record
As of April 11, 2024, there were 42 holders of record of our common
stock. The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who
are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.
Dividends
We
have not declared or paid any dividends, or authorized or made any distribution upon or with
respect to any class or series of our capital stock. We currently intend to retain all available
funds and any future earnings for use in the operation of our business and do not anticipate
paying any dividends on our capital stock in the foreseeable future. Any future determination
to declare dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on our financial condition, operating results, capital requirements,
general business conditions and other factors that our board of directors may deem relevant.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities
There were no unregistered securities to report
which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
As a smaller reporting company, we are not required
to make disclosures under this Item.
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related
thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results
may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth
under “Special Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.
Overview
Solidion Technology, Inc, previously known as
“Honeycomb Battery Company”, formerly the energy solutions division of Global Graphene Group, Inc., is a Dallas, TX, USA-based
advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected
module/pack technologies. Solidion is recognized as a global leader in intellectual property in both the high-capacity anode and the
high-energy solid-state battery, as recognized by KnowMade, a French company that specializes in research and analysis of scientific
and patent information. Solidion is uniquely positioned to offer advanced anode materials (delivering a specific capacity from 300 to
3,500+ milliampere-hours per gram mass (“mAh/g”)) as well as silicon-rich all-solid-state lithium-ion cells, anodeless lithium
metal cells, and lithium-sulfur cells, each featuring an advanced polymer or hybrid solid electrolyte that is most process-friendly.
Recent Developments
Business Combination
On February 2, 2024, Nubia Brand International
Corp., a Delaware corporation (“Nubia” and after the Transactions described herein, the “Solidion” or “Solidion
Technology, Inc.”), consummated the previously announced business combination (the “Closing”) pursuant to a Merger
Agreement, dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb
Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary
of Nubia (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into HBC (the “Merger,”
and the transactions contemplated by the Merger Agreement, the “Transactions”), with HBC surviving such merger as a wholly
owned subsidiary of Nubia, which was renamed “Solidion Technology, Inc.” upon Closing.
We received net proceeds from the Business Combination
totaling $1.6 million, prior to deducting transaction and issuance costs. The cash resulting from the Business Combination is expected
to be used toward our corporate growth strategy related to the commercialization of our battery technology and the scaling of our manufacturing
operations.
Equity Financing
On March 13, 2024, Solidion entered into a private
placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Subscription Agreement”)
with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $3.85 million, before
deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. The Company
intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Private Placement
closed on March 15, 2024.
As part of the Private Placement, the Company
issued an aggregate of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.75 per
unit (less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock (or one pre-funded warrant to purchase
one share of Common Stock), (ii) two Series A warrants each to purchase one share of Common Stock, and (iii) one Series B warrant to
purchase such number of shares of Common Stock as determined on the reset date (as defined in the Subscription Agreement), and in accordance
with the terms therein.
Results of Operations
As the closing of the Business Combination did
not occur until after the year ended December 31, 2023, the results of operations below are based on the fact that we have neither engaged
in any operations nor generated any revenues to the date of the financial statements. Our only activities from June 14, 2021 (inception)
through December 31, 2023 were organizational activities, those necessary to prepare for our IPO, described below, searching for a business
combination target and the Business Combination. We did not expect to generate any operating revenues until after the completion of our
Business Combination. We generated non-operating income in the form of interest income on marketable securities held in the trust account.
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well
as for due diligence expenses.
For the year ended December 31, 2023, we had a net loss of $19,775,602
which consisted of operating expenses of $3,509,621 and change in fair value of derivative asset/liabilities of $18,483,096, partially
offset by interest income earned in the amount of $3,788,143 on cash and funds held in the Trust Account and interest income of $8,580
earned on cash held the operating bank account. In addition, the Company recorded an income tax provision of $1,579,608.
For the year ended December 31, 2022, we had a
net income of $593,905 which consisted of interest income earned in the amount of $1,812,882 on cash and funds held in the Trust Account,
interest income of $5,683 earned on cash held the operating bank account, a gain on the over-allotment liability of $19,432, partially
offset by operating expenses totaling $904,193. In addition, the Company recorded an income tax provision of $339,899.
Going Concern Considerations, Liquidity and Capital Resources
On March 15, 2022, we consummated the Initial
Public Offering of 11,000,000 Units at a price of $10.00 per Unit, which includes the exercise by the underwriters of the over-allotment
option to purchase an additional 1,350,000 Units, generating gross proceeds of $123,500,000. Simultaneously with the closing of the Initial
Public Offering and exercise of the over-allotment option, we consummated the sale of 5,405,000 Private Placement Warrants at a price
of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $5,405,000.
Following the Initial Public Offering, the exercise
of the over-allotment option by the underwriters’ and the sale of the Private Placement Warrants, a total of $125,970,000 was placed
in the Trust Account and as of December 31, 2022, we had $545,655 of cash held outside of the Trust Account, after payment of costs related
to the Initial Public Offering, and available for working capital purposes. Transaction costs amounted to $6,951,081 consisting of $1,235,000
of underwriting fees, $4,322,500 of deferred underwriting fees payable and $597,334 of other offering costs. In addition, the Company
recorded the fair value of $776,815 for representative shares issued upon close of the Public Offering as well as the fair value of the
remaining over-allotment option of $19,432 as offering costs.
For the year ended December 31, 2023, cash used
in operating activities was $2,661,093 which consisted of a net loss of $19,775,602, interest earned on marketable securities held in
the Trust Account of $3,788,143, and changes in operating assets and liabilities provided $20,902,653 of cash from operating activities.
For the year ended December 31, 2022, cash used
in operating activities was $725,102 which consisted of net income of $593,905, interest earned on marketable securities held in the
Trust Account of $1,812,882, the gain on the change in fair value of the over-allotment liability of $19,432 and changes in operating
assets and liabilities provided $513,307 of cash from operating activities.
For the year ended December 31, 2023, the Company
generated cash of $88,576,752 in investing activities primarily from the withdrawal of investments in the Trust Account for redemptions.
For the year ended December 31, 2022, the Company
used cash of $125,970,000 in investing activities for the purchase of investments in the Trust Account following the Initial Public Offering,
the exercise of the over-allotment option by the underwriters’ and the sale of the Private Placement Warrants.
For the year ended December 31, 2023, cash used
in financing activities was $86,441,335, primarily for repayment of redemptions.
For the year ended December 31, 2022, cash from
financing activities provided $127,240,757. The Company received gross proceeds of $128,905,000 from the Initial Public Offering, the
exercise of the over-allotment option by the underwriters’ and the sale of the Private Placement Warrants. These increases were
offset by payment of the underwriting fees and offering costs of $1,235,000 and $429,243, respectively.
As of December 31, 2023, we had cash held in the Trust
Account of $42,994,274. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000
of any dissolution expenses. In 2023, $1,523,258 was withdrawn from the Trust to pay taxes. The amount of cash withdrawn from the Trust
and remaining payable for taxes at the year-end totaled $170,387.
At December 31, 2023, the Company had cash outside of trust of $19,979
and working capital deficit of $6,544,950. The accompanying financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going
concern.
Prior to the consummation of the Business Combination,
the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on
prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their
representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating
and completing a Business Combination, which was the Business Combination with Honeycomb Battery Company, which was completed on January
31, 2023.
On February 2, 2024 (the “Closing Date”),
the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023
(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,
which was renamed “Solidion Technology, Inc.” upon Closing.
Since Solidion’s inception, the Company has experienced recurring
net losses and has generated minimal sales. For the year ended December 31, 2023, Solidion recorded net losses of approximately $5,300,000,
net cash used in operating activities of approximately $4,100,000 and, as of December 31, 2023, had cash and cash equivalents on hand
of approximately $1,000, which factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company
plans to finance its operations with proceeds from the sale of equity securities or debt; however, there is no assurance that management’s
plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.
On July 27, 2021, the Sponsor issued an unsecured
promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation
of the Initial Public Offering (the “Original Maturity Date”). On May 20, 2022, the Company and the Sponsor amended and restated
the Promissory Note (the “Amended Note”) (i) to extend the Original Maturity Date to a new maturity date which shall be upon
the earlier of the closing of the Company’s initial business combination or the Company’s liquidation, and (ii) to permit
the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into warrants,
at a price of $1.00 per warrant, upon consummation of the Company’s initial business combination. On May 17, 2023, the Sponsor
issued an unsecured promissory note to the Company (the “Note”), pursuant to which the Company may borrow up to an aggregate
principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable on the earlier of the closing of the Company’s
initial business combination or the Company’s liquidation, and to permits the holder of the Note, in its sole discretion, to convert
any or all of the unpaid principal under the Amended Note into warrants, at a price of $1.00 per warrant, upon consummation of the Company’s
initial business combination.
As of December 31, 2023 and December 31, 2022, there was $1,297,500, and
$125,341, respectively, outstanding under the Promissory Note. On January 29, 2024, the Promissory Notes with the Sponsor was amended
such that any or all of the unpaid principal upon consummation of the Company’s initial business combination was convertible into
common shares at a conversion price of $1.00 per share.
At various dates in the third and fourth quarters
of 2023, the Company issued Convertible Notes to related parties of $905,000 to meet our working capital requirements. As of December
31, 2023 and December 31, 2022, there was $905,000 and $0 in Convertible Notes from Related Parties outstanding.
At various dates in the second and third quarters
of 2023, the Target advanced funds of $187,500 to extend the period of time to complete an initial business combination. As of December
31, 2023 and December 31, 2022, there was $187,500 and $0 in Advances from Target outstanding.
At
various dates in the third and fourth quarters of 2023, related parties provided advances totaling $332,000 to meet our working capital
requirements. As of December 31, 2023, and December 31, 2022, outstanding
balances due to related parties amounted to $332,500 and $0, respectively. Preceding the consummation of the initial business combination,
we issued Convertible Notes corresponding to advances made by related parties throughout 2023.
On December 9, 2023, we instructed Continental Stock
& Trust to liquidate the investments held in the Trust Account and deposit the proceeds into a cash deposit account with Continental
serving as trustee. These funds remained in the cash deposit account until the consummation of our initial Business Combination on February
2, 2024. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering
and Private Placement are no longer invested in money market funds but held as cash deposits with Continental.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities
which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into
any non-financial agreements involving assets.
Contractual Obligations
At December 31, 2023, we did not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with the Public Offering, we entered
into an administrative support agreement pursuant to which we agreed to pay an affiliate of the Sponsor a total of $10,000 per month
for office space, utilities and secretarial, and administrative support services. We began incurring these fees on March 14, 2022 and
continued to incur these fees monthly until the completion of our Business Combination.
The Underwriter in the initial public offering
was entitled to a deferred fee of 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees
which might become payable) or $4,322,500 in the aggregate. The deferred fee was paid in connection with the closing of the Business
Combination.
At a special meeting of Nubia Brand stockholders
held on December 14, 2023, Nubia Brand’s stockholders approved the proposed business combination with HBC. In addition, in a special
meeting on December 15, 2023, Nubia Brand stockholders approved an amendment to the certificate of incorporation that changed the date
by which Nubia Brand must consummate an initial business combination to March 15, 2024.
Critical Accounting Estimates
We prepare our consolidated
financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates,
as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences
between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates
on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations
for the future based on available information. We evaluate these estimates on an ongoing basis.
We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition or results of operations. There are items within our financial statement that require estimation but are not
deemed critical, as defined above. We have identified the following as our critical accounting estimate for the year ended December
31, 2023:
Forward Purchase Agreement and Non Redemption
Agreement
The Company accounts for the forward purchase
agreement and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA
and NRA specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC
815”). The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815,
including whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity
classification. This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while
the FPA and NRA are outstanding.
For issued or modified FPA and NRAs that meet
all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA
and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The
Company accounts for outstanding FPA and NRA as liability-classified instruments.
The fair value of the FPA and NRA is Level
3. The determination of the fair value requires significant estimates and judgments. Please see Note 9 – Fair Value
Measurements to the financial statements for the significant assumptions and estimates.
Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded
in the financial statements.
Recent Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income
Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the
adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
Management does not believe that any recently issued,
but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required
to make disclosures under this Item.
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements and the notes thereto
begin on page F-1 of this Annual Report.
ITEM 9. CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS
AND PROCEDURES
Disclosure controls and procedures are designed to
ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Under
the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting
officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period
ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our
principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure
controls and procedures were not effective as of December 31, 2023 due to the Company utilizing
cash withdrawn from the trust account for tax obligations for operating purposes. In hindsight, the amounts withheld from the trust should
have been promptly remitted, or held as restricted cash. Since the business combination has been completed and the trust no longer exists,
any remedial measures to correct this would be futile. The tax obligation has been entered as income taxes payable and the Company intends
to remit payment as soon as practically possible, in conjunction with applicable tax authority deadlines.
Management’s Report on Internal Controls
Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Because
of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement
of our consolidated financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December
31, 2023 based on the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee
of Sponsoring Organizations of the Treadway Commission. As disclosed above, our management concluded that our internal control over financial
reporting were not effective as of that date, due to the Company utilizing cash withdrawn from the trust account for tax obligations for
operating purposes.
In addition, as an emerging growth company,
management’s assessment of internal control over financial reporting was not subject to attestation by our independent registered
public accounting firm.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal control
over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE
Information about our executive officers is contained
in the section titled “Executive Officers” in Part I of this Annual Report.
The other information required
by this Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Director
Nominees,” “Continuing Members of the Board of Directors,” “Additional Information Concerning the Board of Directors
of the Company,” Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,”
which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated
by reference in this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this
Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Executive
Compensation” and “Director Remuneration,” which will be filed with the SEC no later than 120 days after the close
of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this
Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the caption “Security Ownership
of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans,”
which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated
by reference in this Annual Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this
Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Certain Relationships
and Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days
after the close of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Public Accounting
Fees
The firm of Marcum LLP,
or Marcum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum for services
rendered.
Audit Fees.
For the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $192,630
and $77,250, respectively, for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial
statements included in this Annual Report on Form 10-K, and our IPO.
Audit-Related
Fees. For the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render audit-related
services.
Tax Fees. For the year
ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $0, for the services
Marcum performed in connection with tax compliance, tax advice and tax planning.
All Other Fees.
For the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our independent registered
public accounting firm other than those set forth above.
PART
IV
ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements:
| (1) | The
financial statements required to be included in this Annual Report on Form 10-K are
included in Item 8 therein. |
| (2) | All
supplemental schedules have been omitted since the information is either included in the
financial statements or the notes thereto or they are not required or are not applicable. |
| (3) | See
attached Exhibit Index of this Annual Report on Form 10-K |
SOLIDION TECHNOLOGY,
INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
TABLE OF CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Solidion Technology, Inc. (f/k/a Nubia Brand International
Corp.)
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Solidion Technology, Inc. (f/k/a Nubia Brand International Corp.) (the “Company”) as of December 31, 2023
and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each
of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the two years in
the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2021.
Hartford, CT
April 11, 2024
SOLIDION
TECHNOLOGY, INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
CONSOLIDATED BALANCE SHEETS
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| ASSETS | |
| | |
| |
| Current Assets: | |
| | |
| |
| Cash | |
$ | 19,979 | | |
$ | 545,655 | |
| Prepaid expenses | |
| 85,538 | | |
| 215,628 | |
| Derivative asset | |
| 28,245,500 | | |
| — | |
| Total Current Assets | |
| 28,351,017 | | |
| 761,283 | |
| | |
| | | |
| | |
| Cash and investments held in the Trust Account | |
| 42,994,274 | | |
| 127,782,882 | |
| | |
| | | |
| | |
| Other assets | |
| — | | |
| 35,870 | |
| Total Assets | |
$ | 71,345,291 | | |
$ | 128,580,035 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 2,131,019 | | |
$ | 439,086 | |
| Income taxes payable | |
| 906,563 | | |
| 339,899 | |
| Excise tax payable | |
| 890,385 | | |
| — | |
| Accrued offering costs | |
| — | | |
| 5,000 | |
| Funds allocated for share redemption | |
| 17,834,235 | | |
| — | |
| Derivative liabilities | |
| 46,728,596 | | |
| — | |
| Advances from Related Party | |
| 332,500 | | |
| — | |
| Advances from Target | |
| 187,500 | | |
| — | |
| Convertible note – Related Party | |
| 905,000 | | |
| — | |
| Convertible note payable – Sponsor | |
| 1,297,500 | | |
| 125,341 | |
| Total Current Liabilities | |
| 71,213,298 | | |
| 909,326 | |
| | |
| | | |
| | |
| Deferred underwriting commission | |
| 4,322,500 | | |
| 4,322,500 | |
| Total liabilities | |
| 75,535,798 | | |
| 5,231,826 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| Class A common stock subject to possible redemption; 2,293,741 and 12,350,000 shares (at redemption value) | |
| 24,342,743 | | |
| 127,242,983 | |
| | |
| | | |
| | |
| Stockholders’ Deficit: | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 123,500 issued and outstanding (excluding 2,293,741 and 12,350,000 shares subject to redemption as of December 31, 2023 and December 31, 2022, respectively) | |
| 12 | | |
| 12 | |
| Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 3,087,500 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | |
| 308 | | |
| 308 | |
| Additional paid-in capital | |
| — | | |
| — | |
| Accumulated deficit | |
| (28,533,570 | ) | |
| (3,895,094 | ) |
| Total Stockholders’ Deficit | |
| (28,533,250 | ) | |
| (3,894,774 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 71,345,291 | | |
$ | 128,580,035 | |
The accompanying notes are an integral part of
these consolidated financial statements.
SOLIDION
TECHNOLOGY, INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For the
Year Ended
December 31,
2023 | | |
For the
Year Ended
December 31,
2022 | |
| EXPENSES | |
| | |
| |
| Administrative fee – related party | |
$ | 125,000 | | |
$ | 95,000 | |
| General and administrative | |
| 3,384,621 | | |
| 809,193 | |
| TOTAL EXPENSES | |
| 3,509,621 | | |
| 904,193 | |
| | |
| | | |
| | |
| OTHER (EXPENSE) INCOME | |
| | | |
| | |
| Change in fair value of derivative asset/liabilities | |
| (18,483,096 | ) | |
| — | |
| Income earned on Investments held in Trust Account | |
| 3,788,143 | | |
| 1,812,882 | |
| Interest income | |
| 8,580 | | |
| 5,683 | |
| Change in fair value of over-allotment liability | |
| — | | |
| 19,432 | |
| TOTAL OTHER (EXPENSE) INCOME, NET | |
| (14,686,373 | ) | |
| 1,837,996 | |
| | |
| | | |
| | |
| Net (loss) income before provision for income taxes | |
| (18,195,994 | ) | |
| 933,804 | |
| | |
| | | |
| | |
| Provision for income taxes | |
| 1,579,608 | | |
| 339,899 | |
| | |
| | | |
| | |
| Net (loss) income | |
$ | (19,775,602 | ) | |
$ | 593,905 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class A redeemable common stock outstanding, basic | |
| 7,654,886 | | |
| 9,846,164 | |
| Basic net (loss) income per share of Class A redeemable common stock | |
$ | (1.82 | ) | |
$ | 0.05 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class A and B non-redeemable common stock outstanding, basic | |
| 3,211,000 | | |
| 3,117,537 | |
| Basic net (loss) income per share of Class A and B non-redeemable common stock | |
$ | (1.82 | ) | |
$ | 0.05 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class A redeemable common stock outstanding, diluted | |
| 7,654,886 | | |
| 9,846,164 | |
| Diluted net (loss) income per share of Class A redeemable common stock | |
$ | (1.82 | ) | |
$ | 0.05 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class A and B non-redeemable common stock outstanding, diluted | |
| 3,211,000 | | |
| 3,185,962 | |
| Diluted net (loss) income per share of Class A and B non-redeemable common stock | |
$ | (1.82 | ) | |
$ | 0.05 | |
The accompanying notes are an integral part of
these consolidated financial statements.
SOLIDION
TECHNOLOGY, INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
Consolidated
STATEMENT OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER
31, 2023 AND DECEMBER 31, 2022
| | |
Class A | | |
Class B | | |
Additional | | |
| | |
Stockholders’ | |
| | |
Common Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Equity | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance at December 31, 2021 | |
| — | | |
$ | — | | |
| 3,162,500 | | |
$ | 316 | | |
$ | 24,684 | | |
$ | (1,430 | ) | |
$ | 23,570 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Proceeds Allocated to Public Warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,755,675 | | |
| — | | |
| 3,755,675 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Proceeds from Private Warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,405,000 | | |
| — | | |
| 5,405,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Value of transaction costs allocated to the fair value
of equity instruments | |
| — | | |
| — | | |
| — | | |
| — | | |
| (234,654 | ) | |
| — | | |
| (234,654 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Class A common stock issued to Representative | |
| 123,500 | | |
| 12 | | |
| — | | |
| — | | |
| 776,803 | | |
| — | | |
| 776,815 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment
at Initial Public Offering | |
| — | | |
| — | | |
| — | | |
| — | | |
| (9,727,508 | ) | |
| (3,214,594 | ) | |
| (12,942,102 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,272,983 | ) | |
| (1,272,983 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Forfeiture of Class B Common Stock | |
| — | | |
| — | | |
| (75,000 | ) | |
| (8 | ) | |
| — | | |
| 8 | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 593,905 | | |
| 593,905 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2022 | |
| 123,500 | | |
| 12 | | |
| 3,087,500 | | |
| 308 | | |
| — | | |
| (3,895,094 | ) | |
| (3,894,774 | ) |
| Class A Common Stock Redeemable Remeasurement Adjustment | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3,972,489 | ) | |
| (3,972,489 | ) |
| Excise tax on redemption of Class A Common Stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (890,385 | ) | |
| (890,385 | ) |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (19,775,602 | ) | |
| (19,775,602 | ) |
| Balance at December 31, 2023 | |
| 123,500 | | |
$ | 12 | | |
| 3,087,500 | | |
$ | 308 | | |
$ | — | | |
$ | (28,533,570 | ) | |
$ | (28,533,250 | ) |
The accompanying notes are an integral part of
these consolidated financial statements.
SOLIDION
TECHNOLOGY, INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
CONSOLIDATED
STATEMENT OF CASH FLOWS
| | |
For the
Year Ended
December 31,
2023 | | |
For the
Year Ended
December 31,
2022 | |
| Cash Flows From Operating Activities: | |
| | |
| |
| Net income (loss) | |
$ | (19,775,602 | ) | |
$ | 593,905 | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | |
| Income earned on Investments held in Trust Account | |
| (3,788,143 | ) | |
| (1,812,882 | ) |
| Change in fair value of over-allotment liability | |
| — | | |
| (19,432 | ) |
| Derivative asset/liabilities | |
| 18,483,096 | | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses | |
| 130,090 | | |
| (215,628 | ) |
| Other assets | |
| 35,870 | | |
| (35,870 | ) |
| Accrued formation and offering costs | |
| (5,000 | ) | |
| — | |
| Income tax payable | |
| 566,664 | | |
| 339,899 | |
| Accounts payable and accrued expenses | |
| 1,691,932 | | |
| 424,906 | |
| Net Cash Used In Operating Activities | |
| (2,661,093 | ) | |
| (725,102 | ) |
| | |
| | | |
| | |
| Cash Flows From Investing Activities: | |
| | | |
| | |
| Cash withdrawn for taxes | |
| 1,523,258 | | |
| — | |
| Cash withdrawn for redemptions of Class Common Stock | |
| 89,038,494 | | |
| — | |
| Cash deposited into Trust Account | |
| (1,985,000 | ) | |
| (125,970,000 | ) |
| Net Cash Provided By (Used In) Investing Activities | |
| 88,576,752 | | |
| (125,970,000 | ) |
| | |
| | | |
| | |
| Cash Flows From Financing Activities: | |
| | | |
| | |
| Proceeds from convertible note – Sponsor | |
| 1,172,159 | | |
| — | |
| Proceeds from convertible note | |
| 905,000 | | |
| — | |
| Advances from Related Party | |
| 332,500 | | |
| — | |
| Advances from Target | |
| 187,500 | | |
| — | |
| Payments for redemption of Class A Common Stock | |
| (89,038,494 | ) | |
| | |
| Sale of Units in the Initial Public Offering, net of underwriting discount | |
| — | | |
| 123,500,000 | |
| Proceeds from sale of Private Placement Warrants | |
| — | | |
| 5,405,000 | |
| Payment of underwriter fees | |
| — | | |
| (1,235,000 | ) |
| Payment of offering costs | |
| — | | |
| (429,243 | ) |
| Net Cash (Used In) Provided By Financing Activities | |
| (86,441,335 | ) | |
| 127,240,757 | |
| | |
| | | |
| | |
| Net change in cash | |
| (525,676 | ) | |
| 545,655 | |
| | |
| | | |
| | |
| Cash at beginning of period | |
| 545,655 | | |
| — | |
| Cash at end of period | |
$ | 19,979 | | |
$ | 545,655 | |
| | |
| | | |
| | |
| Supplemental disclosure | |
| | | |
| | |
| Cash paid for income taxes | |
$ | 1,012,944 | | |
$ | — | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cash financing activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Deferred offering costs included in accrued offering costs | |
$ | — | | |
$ | 25,000 | |
| Deferred offering costs included in related party payable | |
$ | — | | |
$ | 939 | |
| Deferred underwriters’ compensation charged to temporary equity in connection with the Public Offering | |
$ | — | | |
$ | 4,322,500 | |
| Class A redeemable Common Stock measurement adjustment at Initial Public Offering | |
$ | — | | |
$ | 12,942,102 | |
| Fair value of representative shares | |
$ | — | | |
$ | 776,815 | |
| Fair value of over-allotment option | |
$ | — | | |
$ | 19,432 | |
| Excise tax on redemption of Class A Common Stock | |
$ | 890,385 | | |
$ | — | |
| Class A Common Stock Redeemable Current Period Remeasurement Adjustment | |
$ | 3,972,489 | | |
$ | 1,272,983 | |
| Reclassification of redeemed Class A ordinary shares | |
$ | 17,834,235 | | |
| — | |
The accompanying notes are an integral part of
these consolidated financial statements.
SOLIDION TECHNOLOGY, INC.
(F/K/A NUBIA BRAND INTERNATIONAL
CORP.)
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN
Solidion Technology, Inc, formerly known as Nubia
Brand International Corp. prior to February 2, 2024 (the “Closing Date”) was incorporated in Delaware on June 14, 2021 and
Nubia Merger Sub, Inc., an Ohio corporation, (collectively, the Company”) was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.
As of December 31, 2023, the Company had not
commenced any operations. All activity for the period from June 14, 2021 (inception) through December 31, 2023 relates to the Company’s
formation and the initial public offering (“Initial Public Offering” or “IPO”), which is described below. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.
On February 16, 2023, the Company entered into
a Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (the “Honeycomb”),
the Company, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, pursuant
to which Merger Sub will merge with and into Honeycomb (the “Merger”) with Honeycomb as the surviving corporation of the
Merger and becoming a wholly-owned subsidiary of the Company. In connection with the Merger, the Company will change its name to “Honeycomb
Battery Company” or such other name designated by Honeycomb by notice to the Company, which is referred to herein as the “Solidion.”
The board of directors of the Company (the “Nubia Board”) has unanimously (i) approved and declared advisable the Merger
Agreement, the Merger and the other transactions contemplated thereby (collectively, the “Transactions”) and (ii) resolved
to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.
The Merger Agreement provides that the Company
will issue to the Honeycomb stockholders aggregate consideration of 70,000,000 shares of Solidion’s common stock (the “Closing
Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”), plus up to an additional
22,500,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence of the following events (or
earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock
implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in
the Merger Agreement, thresholds set forth below):
| | (i) | 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the “Closing Date”) until the second anniversary of the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement); |
| (ii) | 7,500,000
Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the date that is forty-two (42) months following the Closing Date, the VWAP of the
shares of Solidion’s Class A common stock is greater than or equal to $15.00 per share
(subject to any adjustment pursuant to the Merger Agreement); and |
| (iii) | 10,000,000
Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidion’s
Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment
pursuant to the Merger Agreement). |
The Merger Agreement contains customary representations
and warranties of the parties.
The Merger is accounted for as a reverse recapitalization
with Honeycomb as the accounting acquirer.
On
February 2, 2024 (the “Closing Date”), the Company consummated the business combination
(the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023
(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such
merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology,
Inc.” upon Closing.
Business Prior to the Business Combination
The registration statement for the Company’s
Initial Public Offering was declared effective on March 10, 2022. On March 15, 2022, the Company consummated the Initial Public Offering
of 11,000,000 units (“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public
Shares”), generating gross proceeds of $110,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants
(the “Private Placement Warrants”) to Mach FM Acquisitions LLC (the “Sponsor”) at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds to the Company in the amount of $5,000,000.
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000. Also, in connection with the partial exercise
of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase
price of $1.00 per warrant generating additional gross proceeds to the Company of $405,000.
The Company’s ability to commence operations
is contingent upon obtaining adequate financial resources through its Initial Public Offering of 12,350,000 Units (including a partial
exercise of the underwriters’ over-allotment option) at $10.00 per Unit, which is discussed in Note 3, and the sale of 5,405,000
Private Placement Warrants (including a partial exercise of the underwriters’ over-allotment option) at a price of $1.00 per Private
Placement Warrant in private placements to the Sponsor that will close simultaneously with the Initial Public Offering.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more
initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit
sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust
Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the
Trust Account, as described below. On December 15, 2023 the funds in the Trust Account were moved into a non-interest bearing, segregated
account, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of
the funds held in the Trust Account, as described below.
The holders of the Founder Shares have agreed
(a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion
of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing
of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares
if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any
other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment.
On
March 13, 2023, in accordance with the current certificate of incorporation, the Company contributed an aggregate of $1,235,000 (or $0.10
per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March
15, 2023 to June 15, 2023. On June 14, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At
the Special Meeting, stockholders approved to amend the Company’s Amended and Restated Certificate of Incorporation to allow the
Company to extend the date by which the Company must consummate a business combination (the “Extension”) on a monthly basis
up to six times from June 15, 2023 (the date that is 15 months from the closing date of the Company’s initial public offering of
units) to December 15, 2023 (the date that is 21 months from the closing date of the IPO). The
Company contributed an additional $125,000 per month from June through November 2023 for a total of $750,000 related to the Special Meeting
Extension.
Stockholders elected
to redeem an aggregate 8,430,383 or shares of Common Stock in connection with the Special Meeting. As such, $89,038,494 was withdrawn
from the Trust.
In connection with the
redemption, the Company recorded an excise tax liability and equity adjustment of $0.9 million.
On December 14, 2023,
the Company held another special meeting of stockholders (the “Second Special Meeting”). At the Second Special Meeting, stockholders
approved the business combination.
Stockholders elected
to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting. The funds of $17,834,235 are due
and payable to the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date. As such,
the Company recorded a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject
to possible redemption at December 31, 2023 of $17,834,235. The funds were transferred to the stockholders upon closing of the business
combination on February 2, 2024.
Excise tax, if any,
related to the redemption will be accrued on the date the funds are paid to the stockholders.
Going Concern Consideration
On February 2, 2024 (the “Closing Date”),
the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023
(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,
which was renamed “Solidion Technology, Inc.” upon Closing.
Since Solidion’s inception, the Company has experienced recurring
net losses and has generated minimal sales. For the year ended December 31, 2023, Solidion recorded net losses of approximately $5,300,000,
net cash used in operating activities of approximately $4,100,000 and, as of December 31, 2023, had cash and cash equivalents on hand
of approximately $1,000, which factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company
plans to finance its operations with proceeds from the sale of equity securities or debt; however, there is no assurance that management’s
plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.
The balance sheets do not include any adjustments
that might result from the outcome of this uncertainty. The accompanying financial statements have been prepared in conformity with generally
accepted accounting principles in the United States of America (“US GAAP”), which contemplate continuation of the Company
as a going concern.
Risks and Uncertainties
The IR Act imposes a 1% excise tax on
the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased
is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly
all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption
right, essentially getting their money back. The Company recorded an excise tax liability and equity adjustment of $0.9 million for the
ended December 31, 2023 in connection with Second Special Meeting redemptions.
In February 2022, the Russian Federation and
Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action, related sanctions
on the world economy and the ongoing hostilities in the Middle East are not determinable as of the date of these financial statements.
The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of
the date of these financial statements.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation and Principles of
Consolidation
The accompanying consolidated financial statements
have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances
have been eliminated.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term
due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2023 and 2022.
Cash
and investments held in Trust Account
The
funds held in Trust are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund
selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. All of the
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in Income earned on Investments held in Trust Account in the accompanying statements of operations. The
estimated fair value of investments held in Trust Account are determined using available market information. On December 11, 2023
the funds in the Trust Account were moved into a non-interest bearing, segregated account, as determined by the Company, until the earlier
of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. In fourth quarter of
2023, the Company withdrew approximately $187,000 of interest earned in the Trust Account for fiscal year 2023 estimated tax obligations.
The taxes were not paid directly at that time as the tax liabilities are due to be paid subsequently in 2024. In hindsight, the amounts
withheld from the trust should have been promptly remitted, or held as restricted cash. The Company remitted approximately $82,000 of
the tax obligation in the first quarter 2024 to the relevant tax authorities, and intends to remit remaining payments as soon as practically
possible, in conjunction with applicable tax authority deadlines.
Offering Costs associated with an Initial
Public Offering
The Company complies with the requirements of
the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the
Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public
Offering, offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants
by the relative fair value method. Total offering costs at the close of the Initial Public Offering were $6,951,081. Other costs of $597,334
consisted principally of costs, such as professional, legal and other fees, incurred in connection with preparation for the Initial Public
Offering. These offering costs, together with the underwriter fees of $5,557,500 (of which 4,322,500 is deferred until successful initial
Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public
Offering. In addition, the Company recorded the fair value of $776,815 for representative shares issued upon close of the Public Offering
as well as the fair value of the remaining over-allotment option of $19,432 as offering costs.
Class A ordinary shares subject to possible
redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”.
Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other
times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption
rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future
events. Accordingly, at December 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in
the amount of approximately $24.3 million and $127.2 million, respectively, are presented as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the
end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit of approximately $4.8 million and $12.9 million for the year ended
December 31, 2023 and December 31, 2022, respectively. The valuation of common stock subject to redemption includes the Company’s
estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000
since it is only taken into account in the event of the Company’s liquidation.
At December 31, 2023 and December 31, 2022, the
Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:
| Gross proceeds | |
$ | 123,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (3,755,675 | ) |
| Class A common stock issuance costs | |
| (6,716,427 | ) |
| | |
| (10,472,102 | ) |
| | |
| | |
| Plus: | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment at IPO | |
| 12,942,102 | |
| Remeasurement adjustment for the year ended December 31, 2022 | |
| 1,272,983 | |
| Class A common stock subject to possible redemption as of December 31, 2022 | |
| 127,242,983 | |
| Transfer to funds payable to redeemed Class A stockholders | |
| (17,834,235 | ) |
| Redemptions | |
| (89,038,494 | ) |
| Remeasurement adjustment for the year ended December 31, 2023 | |
| 3,972,489 | |
| Class A common stock subject to possible redemption as of December 31, 2023 | |
$ | 24,342,743 | |
Funds payable to redeemed Class A stockholders
On December 14, 2023,
the Company held a second special meeting of stockholders (the “Second Special Meeting”). In connection with the Second Special
Meeting, stockholders elected to redeem an aggregate 1,625,876 shares of Common Stock. The funds of $17,834,235 are due and payable to
the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date. As such, the Company recorded
a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject to possible redemption
at December 31, 2023 of $17,834,235 as the funds are considered redeemed, but pending distribution. The funds were transferred to the
stockholders upon closing of the business combination on February 2, 2024.
Excise tax, if any,
related to the redemption will be accrued on the date the funds are paid to the stockholders.
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject
to income tax examinations by major taxing authorities since inception.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months.
The IR Act imposes a 1% excise tax on
the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased
is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly
all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption
right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can
be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC
did not find a target with which to merge.
In connection with shareholder redemptions in 2023, the Company recorded
an excise tax liability and equity adjustment of $0.9 million.
Net Income (Loss) per Common Stock
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies
the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable shares of Class A
Common Stock is excluded from income (loss) per share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share
of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private
Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the
warrants are exercisable to purchase 11,580,000 shares of Class A common stock in the aggregate. As a result, diluted income (loss) per
share of common stock is the same as basic income (loss) per common stock for the periods presented.
Stockholders elected
to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023. As such,
these shares are no longer outstanding for purposes of calculating weighted average number of shares of common stock outstanding at December
31, 2023.
The following tables reflects the calculation
of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| | |
For the
Year ended | |
| | |
December 31, | |
| | |
2022 | |
| Class A Redeemable Common Stock | |
| |
| Numerator: Income allocable to Class A Redeemable Common Stock | |
$ | 448,713 | |
| Denominator: Diluted weighted average shares outstanding | |
| 9,846,164 | |
| Diluted net income per share, Class A Redeemable Common Stock | |
$ | 0.05 | |
| | |
| | |
| Class A and Class B Non-Redeemable Common Stock | |
| | |
| Numerator: Income allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | 145,192 | |
| Denominator: Diluted weighted average shares outstanding | |
| 3,185,962 | |
| Diluted net income per share, Class A and Class B Non-Redeemable Common Stock | |
$ | 0.05 | |
| | |
Year ended
December 31, | |
| | |
2023 | |
| | |
| |
| Class A Redeemable Common Stock | |
| |
| Numerator: Loss allocable to Class A Redeemable Common Stock | |
$ | (13,931,674 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 7,654,886 | |
Basic and diluted net loss per share, Class A Redeemable Common Stock | |
$ | (1.82 | ) |
| | |
| | |
| Class A and Class B Non-redeemable Common Stock | |
| | |
| Numerator: Loss allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | (5,843,928 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 3,211,000 | |
Basic and diluted net loss per share, Class A and Class B Non-Redeemable Common Stock | |
$ | (1.82 | ) |
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). See Note 8.
Convertible Notes
The Company accounts for convertible notes as
either equity-classified or liability-classified instruments based on an assessment of the convertible notes’ specific terms and
applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment
considers whether the conversion feature is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the convertible notes meet all of the requirements for equity classification under ASC 815, including
whether the conversion feature are indexed to the Company’s own common shares. The Company has concluded that the convertible notes
qualify for equity treatment.
Warrants
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside
of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for
outstanding warrants as equity-classified instruments.
Forward Purchase Agreement and Non-Redemption
Agreement
The Company accounts for forward purchase agreement
and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA and NRA
specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815, including
whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while the FPA and
NRA are outstanding.
For issued or modified FPA and NRAs that meet
all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA
and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The
Company accounts for outstanding FPA and NRA as liability-classified instruments.
Recent Accounting Standards
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax
information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09
is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does
not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the
Company sold 11,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of
one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A
common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000.
NOTE 4 — PRIVATE PLACEMENTS
The Sponsor purchased an aggregate of 5,000,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000, from the Company
in private placements that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is
exercisable to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from
the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Common stock issuable upon
exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an
Initial Business Combination, subject to certain exceptions.
On March 15, 2022, in connection with the exercise
of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase
price of $1.00 per warrant generating additional gross proceeds to the Company of $405,000.
NOTE 5 — RELATED PARTIES
Founder Shares
On August 17, 2021, the Sponsor received 2,875,000
of the Company’s Class B common stock (the “Founder Shares”) for $25,000 paid for Company deferred offering costs.
On March 10, 2022, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding
(see Note 7). All share amounts have been adjusted to reflect the share split. The Founder Shares include an aggregate of up to 412,500
shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the
number of Founder Shares equals, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of
common stock after the Initial Public Offering. During the year ended December 31, 2022, as a result of the partial exercise of the over-allotment
option, the remaining 75,000 shares subject to forfeiture expired.
The holders of the Founder Shares have agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year
after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or
(y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in
all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Promissory Note — Sponsor
On July 27, 2021, the Sponsor issued an unsecured
promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation
of the Initial Public Offering (the “Original Maturity Date”). On May 20, 2022, the Company and the Sponsor amended and restated
the Promissory Note (the “Amended Note”) (i) to extend the Original Maturity Date to a new maturity date which shall be upon
the earlier of the closing of the Company’s initial business combination or the Company’s liquidation, and (ii) to permit
the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into warrants,
at a price of $1.00 per warrant, upon consummation of the Company’s initial business combination. On May 17, 2023, the Sponsor
issued an unsecured promissory note to the Company (the “Note”), pursuant to which the Company may borrow up to an aggregate
principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable on the earlier of the closing of the Company’s
initial business combination or the Company’s liquidation, and to permits the holder of the Note, in its sole discretion, to convert
any or all of the unpaid principal under the Amended Note into warrants, at a price of $1.00 per warrant, upon consummation of the Company’s
initial business combination.
As of December 31, 2023 and December 31, 2022,
there was $1,297,500, and $125,341, respectively, outstanding under the Promissory Note.
On January 29, 2024, the Promissory Notes with
the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial
business combination was convertible into common shares at a conversion price of $1.00 per share.
Convertible Note – Related party
At various dates in the third and fourth quarters
of 2023, the Company issued Convertible notes to related parties of $905,000 to meet our working capital requirements. As of December
31, 2023 and December 31, 2022, there was $905,000 and $0 in Convertible Notes from Related Parties outstanding. The convertible notes
with related parties bear similar conditions to the promissory note – sponsor.
Advances from Target
On June 15, 2023, Honeycomb Battery Company advanced
to the Company $62,500. On July 14, 2023, Honeycomb Battery Company advanced an additional $62,500. On August 15, 2023, Honeycomb Battery
Company advanced an additional $62,500. As of December 31, 2023 and December 31, 2022, there was $187,500 and $0 advances outstanding.
Advances from Related Parties
From time to time, affiliates of the Sponsor advance
funds to the Company or pay expenses on behalf of the Company for formation and operating costs. These advances are due on demand and
are non-interest bearing. During the year ended December 31, 2023 and 2022, the related parties paid $332,500 and $2,841 of expenses on
behalf of the Company, respectively. As of December 31, 2023 and December 31, 2022, there was $332,500 and $0 outstanding balances due
to related parties, respectively. In January 2024, the advances from related parties were converted into convertible notes – related
party.
Letter Agreement between Nubia and Mach
FM Acquisitions LLC
On
December 13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment
to the Sponsor in the amount of $7,250,000. In consideration for such payment, the Sponsor agreed to assume certain fees and expenses
accrued by Nubia in connection with the transactions contemplated by the Merger Agreement. The
payment is due at closing of the Merger Agreement and relates to the deferred underwriting commission of $4,322,500, which is included
in the balance sheet as of December 31, 2023, and costs that have not been incurred as of December 31, 2023 related to the merger.
General and Administrative Services
Commencing on the date of the Initial Public
Offering, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these
monthly fees. During the year ended December 31, 2023 and December 31, 2022, the Company recorded $125,000 and $95,000, respectively,
of expenses related to the agreement, respectively. As of December 31, 2023 and December 31, 2022, there was an outstanding balance of
$79,481 and $0, respectively.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into Warrants at
a price of $1.00 per Warrant. Such Units would be identical to the Private Placement Warrants. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and December 31, 2022, there were
no amounts outstanding under the Working Capital Loans.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement
Warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the
Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)
are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial
Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion
to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the date of Initial Public Offering to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the
Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were paid a cash underwriting
discount of $0.10 per Unit, or $1,235,000 upon the closing of the Initial Public Offering. EF Hutton, division of Benchmark Investments,
LLC, which is the representative of the underwriters in the Initial Public Offering, also received 123,500 shares of Class A common stock
as compensation in connection with the closing of the Initial Public Offering (the “Representative Shares”). In addition,
the underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,322,500, which includes the additional deferred fee from the
exercise of the over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On December
13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment to the
Sponsor in the amount of $7,250,000. In consideration for such payment, the Sponsor agreed to assume certain fees and expenses accrued
by Nubia in connection with the transactions contemplated by the Merger Agreement, including the deferred underwriting fee.
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000. The Company recorded the fair value of the remaining
over-allotment option of $19,432 as a liability on accordance with ASC 815-50 on March 15, 2022. On April 29, 2022, the remaining over-allotment
option expired and the liability was written off to the statements of operations. Upon consummation of the Initial Public Offering, the
Company used a modified Black-Scholes model to value the over-allotment option. See Note 8.
The Representative Shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration
statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Upon close of the Initial Public Offering,
the Company recorded additional stock issuance costs of $776,815, the grant date fair value of the shares.
NOTE 7 — STOCKHOLDERS’ EQUITY
(DEFICIT)
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there
were no shares of preferred stock issued or outstanding.
Class A Common Stock — The
Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common
stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 123,500 and 123,500 shares of Class A common
stock issued and outstanding, respectively. In addition, there were 2,293,741 and 12,350,000 shares of Class A common stock in temporary
equity on the balance sheets as of December 31, 2023 and December 31, 2022, respectively.
Class B Common Stock — The
Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common
stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 3,087,500 shares of Class B common stock
issued and outstanding. At issuance, the Class B common stock included an aggregate of up to 412,500 shares of Class B common stock originally
subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the
number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering.
Upon the partial exercise of the over-allotment option, there were 75,000 shares which were forfeited during the year ended December
31, 2022 when the remaining over-allotment option expired.
Only holders of the Class B common stock will
have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of
Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise
required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements
with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from
those in effect upon completion of this offering.
The shares of Class B common stock will automatically
convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio
at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority
of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the
aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion
of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination),
excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Warrants — As of December
31, 2023, there were 11,580,000 warrants outstanding (5,405,000 Private warrants and 6,175,000 Public Warrants). Public Warrants may
only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants
will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and
(b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to
the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant
will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable
after the closing of a Business Combination the Company will use its commercially reasonable efforts to file, and within 90 days following
a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock
issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the
warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a) (9) of the Securities Act and, in the event the Company so elects, the Company will not
be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per
Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the
outstanding Public Warrants:
| ● | in
whole and not in part; |
| ● | at a price of $0.01 per Public Warrant; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
period to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.
If the Company calls the Public Warrants for
redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable
upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not
be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and
the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect
to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical
to the Public Warrants underlying the Units being sold in the Initial Public Offering.
NOTE 8 — FORWARD PURCHASE AGREEMENT
AND NON REDEMPTION AGREEMENT
Forward Purchase Agreement
On December 13, 2023, Nubia entered into an agreement
with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),
and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward
Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, NUBI is referred
to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc. (“Pubco”)
is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but
not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
Pursuant to the terms of the Forward Purchase
Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE
Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”)
outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the
number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”).
Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would
exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion,
waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following
a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination”
in the Forward Purchase Agreement.
The Forward Purchase Agreement provides for a
prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the Initial Price (as defined
below). As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade
Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales
equal 100% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such
Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions
herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an
Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when
an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion
of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward
Purchase Agreement).
The Forward Purchase Agreement provides that
Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of
Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial
Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended
from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.
The Counterparty will pay to Seller the Prepayment
Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock
Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and
the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after
the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination; except
that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted
against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the
avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement
for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, Counterparty shall pay directly
from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined
by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.
Following the Closing, the reset price (the “Reset
Price”) will initially be the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first
week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price,
(b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction
upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.
From time to time and on any date following the
Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller
may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET
Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET
Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)).
The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with
effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall
pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of
such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties.
The valuation date will be the earliest to occur
of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business
Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to
be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective)
after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a
Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller
in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier
than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from Seller to
the Counterparty in accordance with the Forward Purchase Agreement. In the event the Valuation Date is determined pursuant to clause
(c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.
On the Cash Settlement Payment Date, which is
the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount
equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the
Counterparty shall remit to Seller the Settlement Amount Adjustment; provided that, if the Settlement Amount less the Settlement Amount
Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the
“Cash Settlement Payment” Date section of the Forward Purchase Agreement.
Seller has agreed to waive any redemption rights
with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s
Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares. Such waiver may reduce the number of NUBI Shares
redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the
Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been
undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5
under the Securities Exchange Act of 1934.
The derivative liabilities includes the FPA and NRA of $35,576,596
and $11,152,000, respectively at December 31, 2023. The derivative asset relates to the FPA at December 31, 2023.
Non-Redemption Agreement
On December 13, 2023, NUBI entered into a non-redemption agreement
(the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting
on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its
affiliates. Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially
own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number
of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares
would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding
9.99% of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption
any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving
the Business Combination (the “Second Special Meeting”); provided, however, that in the event Backstop Investor has previously
elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request
prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.
Upon consummation of the business combination,
NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect
of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and
(y) the Redemption Price, less $4.00.
NOTE 9 — FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1—quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2—observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
Level 3—unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and December 31, 2022, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
|
|
|
|
December 31, |
|
|
December 31, |
|
| Description: |
|
Level |
|
|
2023 |
|
|
2022 |
|
| Assets: |
|
|
|
|
|
|
|
|
|
| Cash and investments held in Trust
Account |
|
|
1 |
|
|
$ |
42,994,274 |
|
|
$ |
127,782,882 |
|
Derivative asset |
|
|
3 |
|
|
$ |
28,245,500 |
|
|
$ |
- |
|
| Derivative liabilities |
|
|
3 |
|
|
$ |
46,728,596 |
|
|
$ |
- |
|
The derivative liabilities includes the FPA and NRA of $35,576,596
and $11,152,000, respectively at December 31, 2023. The derivative asset relates to the FPA at December 31, 2023.
The Company used a Monte Carlo analysis to determine
the fair value of the FPA and NRA. The fair value measurement of the FPA and the NRA liability at December 31, 2023, was calculated using
the following range of weighted average assumptions:
| |
|
December 31, |
|
| |
|
2023 |
|
| Risk-free interest rate (FPA) |
|
|
3.85 |
% |
| Expected life of over-allotment option (FPA) |
|
|
5.4 years |
|
| Expected volatility of underlying stock (FPA) |
|
|
75 |
% |
| Dividends (FPA) |
|
|
0 |
% |
| Probability of merger closing (FPA and NRA) |
|
|
80 |
% |
The 123,500 Representative Shares have a grant
date fair value of $6.29 per share or an aggregate of $776,815. The Company measured the fair value of the Representative Shares on the
grant date of the award utilizing a valuation model which considers certain assumptions. These assumptions include the offering price,
the marketability of the Company and the probability of initial business combination, which were considered Level 3 inputs. Upon the
Initial Public Offering, such amounts were allocated to offering costs within stockholders’ equity (deficit).
NOTE 10 — INCOME TAXES
The Company’s deferred tax assets are as
follows at December 31, 2023 and 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Deferred tax asset | |
| | |
| |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 369,290 | | |
| 147,881 | |
| Total deferred tax asset | |
| 369,290 | | |
| 147,881 | |
| Valuation allowance | |
| (369,290 | ) | |
| (147,881 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
The income tax provision (benefit) consists of the following for the
year December 31, 2023 and December 31, 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Federal | |
| | |
| |
| Current | |
$ | 1,579,608 | | |
$ | 339,899 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 1,579,608 | | |
$ | 339,899 | |
In assessing the realization of the deferred tax assets, management
considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing
net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established
a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $221,409 and
$147,481, respectively.
A reconciliation of the statutory tax rate to
the Company’s effective tax rates for the year ended December 31, 2023 and 2022:
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Merger costs | |
| (2.60 | ) | |
| - | |
| Derivatives | |
| (8.46 | ) | |
| - | |
| Other | |
| (0.04 | ) | |
| (0.44 | ) |
| Change in valuation allowance | |
| (1.22 | ) | |
| 15.84 | |
| Income tax provision (benefit) | |
| 8.68 | % | |
| 36.40 | % |
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any
subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.
On February 2, 2024 (the “Closing Date”),
the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as
amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,
which was renamed “Solidion Technology, Inc.” upon Closing. On February 5, 2024, our Common Stock continued trading on the
Nasdaq Global Market under the symbol “STI”. Furthermore, on the same date, the Company's Public Warrants, previously listed
under ticker “NUBIW”, were delisted from the Nasdaq.
Stockholders elected
to redeem an aggregate 1,625,876 or shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023. The
funds of $17,834,235 are due and payable to the redeeming stockholders on the earlier of the closing of the business combination or the
liquidation date. The funds were transferred to the stockholders upon closing of the business combination on February 2, 2024.
On January 29, 2024, the Promissory Notes with
the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial
business combination was convertible into common shares at a conversion price of $1.00 per share.
On February 1, 2024, the Company executed a promissory
note with EF Hutton, totaling $2,200,000, to cover underwriters' fees associated with the closure of the business combination with Honeycomb.
The principal amount of this Note is payable on designated dates, with $183,333 due on April 1, 2024, and subsequent payments of the same
amount scheduled on the first business day of each following month until the final payment on March 1, 2025.
On March 13, 2024, Solidion entered into a private
placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Subscription Agreement”)
with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $3.85 million, before
deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. The Company
intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Private Placement
closed on March 15, 2024.
As part of the Private Placement, the Company issued an aggregate
of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.75 per unit (less $0.0001 per
pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock (or one pre-funded warrant to purchase one share of Common
Stock), (ii) two Series A warrants each to purchase one share of Common Stock, and (iii) one Series B warrant to purchase such number
of shares of Common Stock as determined on the reset date (as defined in the Subscription Agreement), and in accordance with the terms
therein.
(b) Exhibits
| Exhibit No. | |
Description |
| 2.1 | |
Merger
Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub,
Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission
on February 17, 2023). |
| 3.1 | |
Amended
and Restated Certificate of Incorporation of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024) |
| 3.2 | |
Amended
and Restated Bylaws of Solidion Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K
filed with the Securities & Exchange Commission on February 8, 2024) |
| 4.1 | |
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities &
Exchange Commission on February 8, 2024) |
| 4.2 | |
Specimen
Warrant Certificate (included in Exhibit 4.3) |
| 4.3 |
|
Warrant
Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022) |
| 4.4* | |
Description of Securities |
| 10.1 |
|
Letter
Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) |
| 10.2 | |
Forward
Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora
Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023) |
| 10.3 |
|
Registration
Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit
10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) |
| 10.4 | |
Form
of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp. and the investors signatory thereto
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange
Commission on December 13, 2023) |
| 10.5 |
|
Indemnity
Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant
(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission
on March 16, 2022) |
| 10.6 |
|
Private
Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference
to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022) |
| 10.7 |
|
Representative
Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the
Securities & Exchange Commission on March 16, 2022) |
| 10.12 | |
Form
of Convertible Promissory Note. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the
Securities & Exchange Commission on February 8, 2024) |
| 10.13 | |
Letter
Agreement, dated December 13, 2023, by and between Nubia Brand International Corp. and Mach FM Acquisitions, LLC (incorporated by
reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024) |
| 10.14 | |
Form
of Non-Redemption Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 8, 2024) |
| 14* | |
Code of Ethics |
| 31.1* | |
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | |
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | |
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | |
Solidion Technology Inc. Clawback Policy |
| 99.1* | |
Form of Audit Committee Charter |
| 99.2* | |
Form of Compensation Committee Charter |
| 99.3 | |
2023
Stock Incentive Plan for Solidion Technology, Inc. (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 8, 2024) |
| 101.INS | |
Inline XBRL Instance Document. |
| 101.SCH | |
Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101). |
ITEM 16. FORM 10-K
SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
Solidion Technology, Inc. |
| |
|
|
| Dated: April 11, 2024 |
By: |
/s/ Jaymes
Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer
(Principal Executive Officer) |
| |
Solidion Technology, Inc. |
| |
|
|
| Dated: April 11, 2024 |
By: |
/s/ Vlad Prantsevich |
| |
Name: |
Vlad Prantsevich |
| |
Title: |
Chief Financial Officer
(Principal Accounting and Financial Officer) |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/ Jaymes
Winters |
|
Chief Executive Officer (Principal executive
officer) and Director |
|
April 11, 2024 |
| Jaymes Winters |
|
|
|
| |
|
|
|
|
| /s/ Vlad Prantsevich |
|
Chief Financial Officer |
|
April 11, 2024 |
| Vlad Prantsevich |
|
|
|
| |
|
|
|
|
| /s/ Dr. Bor
Jang |
|
Director |
|
April 11, 2024 |
| Dr. Bor Jang |
|
|
|
|
| |
|
|
|
|
| /s/ John Davis |
|
Director |
|
April 11, 2024 |
| John Davis |
|
|
|
|
| |
|
|
|
|
| /s/ Karin-Joyce
(KJ) Tjon |
|
Director |
|
April 11, 2024 |
| Karin-Joyce (KJ) Tjon |
|
|
|
|
| |
|
|
|
|
| /s/ Cynthia
Ekberg Tsai |
|
Director |
|
April 11, 2024 |
Cynthia Ekberg Tsai
|
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Yang
Shao-Horn |
|
Director |
|
April 11, 2024 |
| Dr. Yang Shao-Horn |
|
|
|
|
| |
|
|
|
|
| /s/ James
Vance |
|
Director |
|
April 11, 2024 |
James Vance
|
|
|
|
|
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3211000
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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 reference as an exhibit to the registration statement of which this prospectus is a part, and
certain provisions of Delaware law. We urge you to read each of our Charter, our Bylaws and the warrant-related documents described
herein in their entirety for a complete description of the rights and preferences of our securities. Unless the context requires otherwise,
all references to “we”, “us,” “our,” the “Company” and “Solidion” in this
section refer solely to Solidion and not to our subsidiaries.
Authorized and Outstanding Stock
Our Charter authorizes the issuance of an aggregate
of 302,000,000 shares of capital stock, consisting of 300,000,000 shares of Common Stock, par value $0.001 per share, and 2,000,000 shares
of preferred stock, par value $0.001 per share. As of April 11, 2024, we had 86,900,398 shares of Common Stock and no shares of preferred
stock issued and outstanding.
The shares of Common Stock are duly authorized,
validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or
hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our capital stock in uncertificated
form.
Common Stock
Holders of our Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative
voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required
to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock
will be entitled to receive pro rata our remaining assets available for distribution.
No shares of Common Stock are subject to redemption
or have pre-emptive rights to purchase additional shares of capital stock. Holders of Common Stock do not have subscription, redemption
or conversion rights. Our Common Stock is subject to further calls or assessment by the Company. There are no sinking fund provisions
applicable to our Common Stock. The rights, powers, preferences and privileges of holders of Common Stock are subject to those of the
holders of any shares of the Company’s preferred stock the Company may authorize and issue in the future.
When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at such meeting will be decided by a majority vote of the holders
of shares of capital stock present or represented at the meeting and voting affirmatively or negatively on such matter. At all meetings
of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast will be sufficient to elect
such directors.
Preferred Stock
Our Charter authorizes our Board to establish
one or more series of preferred stock. Unless required by law or by Nasdaq, the authorized shares of preferred stock will be available
for issuance without further action by you. Our Board is authorized to fix from time to time before issuance the number of preferred shares
to be included in any such series and the designation, powers, preferences and relative participating, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof. The authority of our Board with respect to each such series will include,
without limiting the generality of the foregoing, the determination of any or all of the following:
| ● | the number of shares of any series and the designation to distinguish
the shares of such series from the shares of all other series; |
| ● | the voting powers, if any, and whether such voting powers are
full or limited in such series; |
| ● | the redemption provisions, if any, applicable to such series,
including the redemption price or prices to be paid; |
| ● | whether dividends, if any, will be cumulative or noncumulative,
the dividend rate of such series, and the dates and preferences of dividends on such series; |
| ● | the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of our assets; |
| ● | the provisions, if any, pursuant to which the shares of such
series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other
class or classes of stock, or any other security, of the Company or any other corporation or other entity, and the rates or other determinants
of conversion or exchange applicable thereto; |
| ● | the right, if any, to subscribe for or to purchase any securities
of the Company or any other corporation or other entity; |
| ● | the provisions, if any, of a sinking fund applicable to such
series; and |
| ● | any other relative, participating, optional, or other special
powers, preferences or rights and qualifications, limitations, or restrictions thereof; |
all as may be determined from time to time by
our Board and stated or expressed in the resolution or resolutions providing for the issuance of such preferred stock (collectively, a
“Preferred Stock Designation”).
We could issue a series of preferred stock that
could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority,
of the holders of our Common Stock might believe to be in their best interests or in which the holders of Common Stock might receive a
premium for their shares of Common Stock over its market price. Additionally, the issuance of preferred stock may adversely affect the
rights of holders of our Common Stock by restricting dividends on the Common Stock, diluting the voting power of our Common Stock or subordinating
the liquidation rights of Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact
on the market price of our Common Stock. We have no current plans to issue any series of preferred stock.
Public Warrants
The warrants issued in connection with our IPO
(the “public warrants”) entitle the holder of each public warrant to purchase one share of Common Stock at a price of $11.50
per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two
units, you will not be able to receive or trade a whole warrant.
The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares
of Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue shares of Common Stock upon exercise of a warrant unless Common Stock issuable upon
such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the
registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with
respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely
for the share of Common Stock underlying such unit.
However, we have agreed that as soon as practicable
after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering
the shares of Common Stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain
a current prospectus
relating to those shares of Common Stock until
the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Common
Stock issuable upon exercise of the warrants is not effective by the 90th day after the closing of our initial business
combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have
failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Common Stock issuable
upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of
the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
Once the warrants become exercisable, we may call
the warrants for redemption:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice
of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and |
| ● | if, and only if, the reported last sale price of the Common
Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business
days before we send the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by
us, we may not exercise our redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from
registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will
use our best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states
in which the warrants were offered by us in the IPO.
We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise its warrant prior to the scheduled redemption date. However, the price of the Common Stock may fall below the $18.00 redemption
trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant
exercise price after the redemption notice is issued.
If we call the warrants for redemption as described
above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider,
among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Common Stock issuable upon the exercise of our warrants. If our management takes advantage of this option,
all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by
the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair
market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Common Stock
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of shares of Common Stock to be received upon exercise of the warrants, including the “fair market value” in such
case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect
of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants
after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option,
our sponsor and its permitted transferees would still be entitled to exercise their placement warrants for cash or on a cashless basis
using the same formula described above that other warrant holders would have been required to use had all warrant holders been required
to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Common Stock
outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on
exercise of each whole warrant will be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the fair market value will be deemed
a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such
rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible
into or exercisable for Common Stock, in determining the price payable for Common Stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the
volume weighted average price of Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock
on account of such shares of Common Stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as
described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Common Stock in
connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto
or to redeem 100% of our Common Stock if we do not complete our initial business combination within 12 months (or up to 18 months
if our time to complete a business combination is extended as described herein) from the closing of the IPO or (ii) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price
will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of
any securities or other assets paid on each share of Common Stock in respect of such event.
If the number of outstanding shares of our Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares
of Common Stock.
Whenever the number of shares of Common Stock
purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which
will be the number of shares of Common Stock so purchasable immediately thereafter.
In case of any reclassification or reorganization
of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in
which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety
or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Common
Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event.
However, if less than 70% of the consideration
receivable by the holders of Common Stock in such a transaction is payable in the form of Common Stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant
agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine
and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value
portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes
model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy
of the warrant agreement, which we filed as an exhibit to the registration statement of which this prospectus forms a part, for a complete
description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may
be amended without the consent of any holder to cure any ambiguity or correct any mistake, but requires the approval by the holders of
at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.
In addition, if (x) we issue additional shares
of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined
in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account
any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market
Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of
the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be
adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Common Stock and any voting rights until they exercise their warrants and receive shares
of Common Stock. After the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one (1) vote
for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number of shares of Common Stock to be issued to the warrant holder.
We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we
irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This
provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the
federal district courts of the United States of America are the sole and exclusive forum.
Private Warrants
Except as described below, the private warrants
have terms and provisions that are identical to those of the public warrants, including as to exercise price, exercisability and exercise
period. The private warrants (including the Common Stock issuable upon exercise of the private warrants) will not be transferable, assignable
or saleable until 30 days after the completion of our initial business combination (except to our officers and directors and other
persons or entities affiliated with the holders of the private warrants). They will also be exercisable on a cashless basis and will not
be redeemable by us so long as they are held by the holders of the private warrants or their permitted transferees. The holders of the
private warrants or their permitted transferees have the option to exercise the private warrants on a cashless basis. If the private warrants
are held by holders other than the holders of the private warrants and their permitted transferees, the private warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
If holders of the private warrants elect to exercise
them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair
market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Common Stock
for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to
the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held
by the holders of the private warrants and their permitted transferees is because it is not known at this time whether they will be affiliated
with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open
market will be significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific
periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our
securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who typically could
sell the shares of Common Stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly
restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
In addition, holders of our private warrants are
entitled to certain registration rights.
The holders of the private warrants have agreed
not to transfer, assign or sell any of the private warrants (including the Common Stock issuable upon exercise of any of these warrants)
until the date that is 30 days after the date we complete our initial business combination, except to our officers and directors
and other persons or entities affiliated with the holders of the private warrants.
Dividends
The DGCL permits a corporation to declare and
pay dividends out of “surplus” or, if there is no “surplus”, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation
over the amount determined to be the capital of the corporation by our Board. The capital of the corporation is typically calculated to
be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total
assets minus total liabilities.
The DGCL also provides that dividends may not
be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock
of all classes having a preference upon the distribution of assets.
Declaration and payment of any dividend will be
subject to the discretion of our Board. The time and amount of dividends will be dependent upon our financial condition, operations, cash
requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry
trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our Board may consider
relevant.
Subject to the rights of the holders of any series
of preferred stock, holders of our Common Stock will be entitled to receive such dividends and distributions and other distributions in
cash, stock or property of the Company when, as and if declared thereon by our Board from time to time out of our assets or funds legally
available therefor.
Annual Stockholder Meetings
Our Bylaws provide that annual stockholder meeting
will be held wholly or partially by means of remote communication or at such place, within or without the State of Delaware, on such date
and at such time as may be determined by our Board and as will be designated in the notice of the annual meeting.
Certain Anti-Takeover Provisions
of our Charter and our Bylaws
Our Charter and Bylaws contain provisions
that may delay, defer or discourage another party from acquiring control of us. These provisions, which are summarized below, discourage
coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control
of us to first negotiate with our Board, which may result in an improvement of the terms of any such acquisition in favor of our stockholders.
However, they also give the Board the power to discourage acquisitions that some stockholders may favor.
Authorized but Unissued Shares
Our authorized but unissued shares of common and
preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. However, the listing requirements of
the Nasdaq, which apply if and so long as our common stock remains listed on the Nasdaq, require stockholder approval of certain issuances
equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. Additional shares
that may be used in the future may be issued for a variety of corporate purposes, including future public offerings, to raise additional
capital, or to facilitate acquisitions. The existence of authorized but unissued and unreserved common stock and preferred stock could
render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Special Meetings of Stockholders
Our Bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our Board.
Advance Notice Requirements for
Stockholder Proposals and Director Nominations
Our Bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting
of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content
of a stockholders meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.
Amendment of Charter or Bylaws
The amendment, alteration or repeal of the provisions
of the Charter governing limitation of director liability, indemnification and advancement of expenses or the adoption of any provision
or bylaw inconsistent with those provisions may only be effected by the affirmative vote of the stockholders holding at least sixty five
percent (65%) of the voting power of our outstanding shares entitled to vote generally in the election of directors, voting together as
a single class, at a meeting of the stockholders called for that purpose. The affirmative vote of the stockholders holding at least 65%
of the voting power of all outstanding shares of our capital stock is required for any amendment of the indemnification provisions in
the Bylaws or adoption of a provision inconsistent with them.
Exclusive Forum
Under our charter, unless we consent in writing
to the selection of an alternative forum, subject to certain limitations, the sole and exclusive forum will be the Court of Chancery of
the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior
Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) for:
| ● | any derivative action or proceeding brought on our behalf; |
| ● | any action asserting a claim of breach of a fiduciary duty owed
by any of our directors, officers or other employees to us or our stockholders; |
| ● | any action asserting a claim against us arising pursuant to
any provision of the DGCL, our charter or our Bylaws (as either may be amended, restated, modified, supplemented or waived from time
to time); |
| ● | any action to interpret, apply, enforce or determine the validity
of our charter or our Bylaws; and |
| ● | any action asserting a claim against us governed by the internal
affairs doctrine. |
For the avoidance of doubt, the foregoing provisions
of our charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act.
These provisions of our charter could limit the ability of our stockholders to obtain a favorable judicial forum for certain disputes
with us or with our current or former directors, officers or other employees, which may discourage such lawsuits against us and our current
or former directors, officers and employees. Alternatively, if a court were to find these provisions of our charter inapplicable to, or
unenforceable in respect of, one or more of the types of actions or proceedings listed above, we may incur additional costs associated
with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203
of the Delaware General Corporation Law (sometimes referred to as Section 203) regulating corporate takeovers. In general, Section 203
prohibits a publicly-held Delaware corporation from engaging, under specified circumstances, in a business combination with an interested
stockholder for a period of three years following the date the person became an interested stockholder unless:
| ● | prior to the date of the transaction, the board of directors
of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder; |
| ● | upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the outstanding
voting stock owned by the stockholder)(1) shares owned by persons who are directors and also officers and (2) shares owned
by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer; or |
| ● | on or subsequent to the date of the transaction, the business
combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder. |
Generally, a business combination includes
a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder
is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder
status, did own 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have
an anti-takeover effect with respect to transactions our board of directors do not approve in advance. We also anticipate that Section 203
may also discourage attempts that might result in a premium over the market price for the shares of our common stock held by stockholders.
The provisions of Delaware law, our certificate
of incorporation and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence,
they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile
takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions
could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Transfer Agent and Registrar
The transfer agent for our common stock and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees
against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its
activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.
Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any distribution of, the
trust account, and waives any and all rights to seek any recourse, reimbursement, payment or satisfaction for any claim against the trust
account. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely
against Nubia and Nubia’s assets outside the trust account and not against the any monies in the trust account or interest earned
thereon.
Listing
Our common stock is listed on the Nasdaq Global
Market under the symbol “STI.”
9
Exhibit 14
Solidion
Technology, Inc.
Code
of Ethics and Business Conduct
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
of interest; |
| ● | promote
full, fair, accurate, timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”)
and in other public communications made by the Company; |
| ● | promote
compliance with applicable governmental laws, rules and regulations; |
| ● | promote
the protection of Company assets, including corporate opportunities and confidential information; |
| ● | promote
fair dealing practices; |
| ● | ensure
accountability for adherence to the Code. |
Scope
This
Code applies to everyone in the Company, including the Board and all officers and employees of the Company. The same high ethical standards
apply to all, regardless of job or level in the organization. In certain circumstances, this Code also applies to contractors and temporary
colleagues. It is the responsibility of every colleague to be familiar with all policies and procedures relevant to their job functions.
Each
director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings
with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she
has contact in the course of performing his or her job.
Your
Responsibilities
| ● | Comply
with this Code, the embedded principles and all applicable laws and regulations. |
| ● | Speak
up. If you are aware of or suspect misconduct, a violation of this Code or any other Company
policy, you must report it to the appropriate level of management. |
| ● | Ask
questions. If you are uncertain about how to proceed in any situation, discuss it with your
manager. |
Retaliation
Is Not Tolerated
The
Company does not tolerate retaliation against any individual who brings forth a matter in good faith or who participates in the investigation
of any matter in good faith. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation
regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.
Compliance
with Laws
Employees,
officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states
and countries in which the Company operates.
Although
not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important
to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to your manager,
HR or, if necessary, to the Chief Executive Officer of the Company.
Health,
Safety and Environment
The
Company works to conduct its business activities and operations in a manner that promotes protection of people and the environment to
the extent practicable. Employees are responsible for complying with all applicable laws, rules and regulations governing health, safety
and the environment.
Fair
Competition and Antitrust Laws
The
Company must comply with all applicable antitrust (or competition) laws. These laws attempt to ensure that businesses compete fairly
and honestly and prohibit conduct seeking to reduce or restrain competition. Advantages over our competitors are to be obtained through
superior performance of our products and services, not through unethical or illegal business practices. Statements regarding the Company’s
services must not be untrue, misleading, deceptive, or fraudulent. Acquiring proprietary information from others through improper means,
possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from employees
of other companies is prohibited. If information is obtained by mistake that may constitute a trade secret or other confidential information
of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor
or HR. You are expected to deal fairly with our customers, suppliers, employees, and anyone else with whom you have contact in the course
of performing your job. Employees involved in procurement have a special responsibility to adhere to principles of fair competition in
the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality,
cost, availability, service, and reputation, and not on the receipt of special favors.
Anti-Bribery
The
Company values integrity and transparency and has zero tolerance for corrupt activities of any kind, whether committed by employees or
by third parties acting for and on behalf of the Company. It is strictly prohibited to make illegal payments or offers to private parties
or government officials of any country, or to make payments to third parties where there is a likelihood that the third party will use
any of the funds to make a prohibited payment. The Company cannot do or attempt to do, through a third party intermediary, any act that
the Company itself is not permitted to do. The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar laws in other
countries that apply to the Company prohibit promising, authorizing or giving anything of value, directly or indirectly, to a no-U.S.
government official to influence the misuse of the official’s position or secure an improper advantage in an effort to win or retain
business. A non-U.S. government official is defined broadly and can be any official or employee of any non-U.S. government department,
agency or state-owned company; officers or employees of public international organizations (such as the United Nations); any non-U.S.
party officials or political candidates. Making a facilitation payment to a non-U.S. government official to perform a non-discretionary
function that is part of his or her assigned duties is prohibited under the laws of the countries in which we operate and so such payments
are not permitted. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted
by U.S. government personnel. The promise, offer or delivery of a gift, favor or other gratuity to an official or employee of the U.S.
government in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments,
as well as non-U.S. governments, may have similar rules. To help ensure compliance with anti-corruption laws, all business transactions
must be properly authorized, and must be completely and accurately recorded on the Company’s books, records and accounts. You are
expressly forbidden from making false or misleading entries in the Company’s books, including entries that fail to reflect improper
transactions (e.g., kickbacks and bribes) and/or entries that are falsified to disguise improper transactions. Additionally, no secret
or unrecorded fund or asset of the Company shall be created or maintained.
Anti-Money
Laundering, Anti-Terrorist Financing and Sanctions
The
Company is committed to conducting business only with reputable clients and third parties engaged in legitimate business activities with
funds derived from legitimate sources. The Company has obligations under a variety of anti-money laundering laws in many countries, including,
in the United States, the Bank Secrecy Act and the USA PATRIOT Act. The Company takes seriously its obligations to join with governments,
international organizations, and other members of the financial services industry to help close off the channels of money laundering.
We have implemented applicable policies with the aim of reasonably preventing the use of Company systems, products and services for money
laundering or terrorist financing activities.
Money
laundering is knowingly engaging in a financial transaction with the proceeds of criminal activity in order to “clean” the
money and make it appear as if it came from a legitimate source. Terrorist financing is knowingly providing material support, such as
monetary instruments, financial securities or financial services, to individuals associated with a designated terrorist organization,
regardless of the legitimacy of the funds. Economic sanctions are financial restrictions imposed by governments or international bodies
to try to isolate or impede a specific individual or jurisdiction for some specified purpose. Money laundering and terrorist financing
have global consequences that cannot be countered effectively without the cooperation of governments, international organizations, law
enforcement agencies, and financial institutions. Every Company employee must be alert to possible money laundering or terrorist financing
situations. If you suspect that Company products or systems are being used for money laundering purposes, it is your responsibility to
report your suspicions to your manager, HR or the Company Ethics Helpline.
U.S.
Economic Sanctions Compliance and Export Controls
The
Company requires compliance with laws and regulations governing trade in both the United States and in the countries where the Company
conducts its business. A number of countries maintain controls on the export of hardware, software and technology. Some of the strictest
export controls are maintained by the United States against countries and certain identified individuals or entities that the U.S. government
considers unfriendly or as supporting international terrorism. These controls include:
a.
restrictions on the export and reexport of products, services, software, information or technology that can occur via physical
shipments, carrying by hand, electronic transmissions (e.g., emails, distribution of source code and software) and verbal
communications;
b.
sanctions and embargoes that restrict activities including exports, monetary payments, travel and the provision of services to
certain individuals (including individuals and entities included in, and owned or controlled by an individual or entity included in,
the List of Specially Designated Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI) List or Foreign
Sanctions Evaders List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other
applicable list of sanctioned, embargoed, blocked, criminal or debarred persons maintained by any U.S. or non-U.S. government, the
European Union, Interpol, the United Nations, the World Bank or any other public international organization relevant to Company
business), companies and countries;
c.
international boycotts not sanctioned by the U.S. government that prohibit business activity with a country, its nationals or
targeted companies; and
d. imports
of products that are subject to the importing country’s customs laws and regulations, which apply regardless of the mode of transportation,
including courier shipments and carrying by hand.
Employees
must comply with all applicable trade controls and must not cause the Company to be in violation of those laws.
Conflicts
of Interest
A
conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes,
or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer
or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for
the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or
her family) receives improper personal benefits as a result of his or her position in the Company.
Loans
by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could
constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans
by the Company to, or guarantees by the Company of obligations of, any director or officer or their family members are expressly prohibited.
Whether
or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized
as described in this Code.
Persons
other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual
or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor
or HR. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict
of interest exists without first providing the Chief Financial Officer with a written description of the activity and seeking the Chief
Financial Officer’s written approval. If the supervisor is themself involved in the potential or actual conflict, the matter should
instead be discussed directly with the Chief Financial Officer or Chief Executive Officer.
Directors
and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively
from the Audit Committee.
Policy
Concerning Employment of Relatives
The
Company may hire relatives of employees where there are no potential problems of supervision, morale or potential conflicts of interest.
Employees who marry or become related will be permitted to continue to work as long as there are no substantial conflicts. Reasonable
accommodations will be made when possible in the event a conflict arises. For the purpose of this policy, a relative is any person who
is related by blood or marriage or whose relationship with the employee is similar to that of persons who are related by blood or marriage.
An employee should immediately and fully disclose the relevant circumstances to HR for guidance about whether a potential or actual conflict
exists.
Securities
Trading
No
director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding
the Company, nor may any director, officer or employee purchase or sell another company’s securities while in possession of material
nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use
material nonpublic information regarding the Company or any other company to: (1) obtain profit for himself or herself; or (2) directly
or indirectly “tip” others who might make an investment decision on the basis of that information.
Guidelines
with respect to trading in Company securities, as well as the securities of publicly traded companies with whom the Company has business
relationships, are more fully set out in Company’s Insider Trading Policy.
Disclosure
The
Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information,
must comply with applicable federal securities laws and SEC rules.
Each
director, officer and employee who contributes in any way to the preparation or verification of the Company’s financial statements
and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director,
officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s
independent public accountants and counsel.
Each
director, officer and employee who is involved in the Company’s disclosure process must:
| ● | be
familiar with and comply with the Company’s disclosure controls and procedures and
its internal control over financial reporting; and |
| ● | take
all necessary steps to ensure that all filings with the SEC and all other public communications
about the financial and business condition of the Company provide full, fair, accurate, timely
and understandable disclosure. |
Nothing
in this Code limits or prohibits employees from engaging for a lawful purpose in any “Protected Activity.” “Protected
Activity” means filing a charge or complaint, or otherwise communicating, cooperating or participating, with any state, federal
or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission and the National
Labor Relations Board. Notwithstanding any other policies in this Code (or elsewhere), employees are not required to obtain authorization
from the Company prior to disclosing information to, or communicating with, such agencies, nor are employees obligated to advise the
Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, employees must
take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute confidential information,
as described below, to any parties other than the relevant government agencies. “Protected Activity” does not include the
disclosure of any Company attorney-client privileged communications; any such disclosure, without the Company’s written consent,
violates Company policy.
Confidentiality
Directors,
officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers
or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all
nonpublic information (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company or
its customers, suppliers or partners if disclosed. The obligation to protect confidential information does not end when an employee leaves
the Company. Any questions about whether information is confidential should be directed to the Chief Financial Officer.
Maintaining
and Managing Records
The
Company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and
to follow specific guidelines in managing its records. Records include all recorded information, regardless of medium or characteristics.
Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and the Company.
Additionally,
please note that all Company issued devices, computers, hardware, cell phones, media, documents, records and information are the property
of the Company. As such, the Company requires employees to cooperate with any request made by management to preserve or produce any documents,
records, information, devices, computers, hardware, cell phones or other media. Employees should consult with management regarding the
retention of records in the case of an actual or threatened litigation or government investigation. Management will notify employees
if a legal hold is placed on records for which employees are responsible. A legal hold suspends all document destruction procedures in
order to preserve appropriate records under special circumstances, such as litigation or government investigations. Management determines
and identifies what types of records or documents are required to be placed under a legal hold. If a legal hold is placed on records
for which employees are responsible, employees must preserve and protect the necessary records in accordance with instructions from management.
Records or supporting documents that are subject to a legal hold must not be destroyed, altered or modified under any circumstance. A
legal hold remains effective until it is officially released in writing by management. If an employee is unsure whether a document has
been placed under a legal hold, they should preserve and protect that document while they check with management.
Media
/ Public Relations
It
is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate
publicity and to ensure that all those with an interest in the company will have equal access to information. All inquiries or calls
from the press and financial analysts should be referred to the Chief Executive Officer, the Chief Financial Officer, or the investor
relations department.
Gifts
The
Company is committed to competing solely on the merit of our products and services. We should avoid any actions that create a perception
that favorable treatment of outside entities by the Company was sought, received or given in exchange for personal business courtesies.
Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom
the Company does or may do business. We will neither give nor accept business courtesies nor kickbacks that constitute, or could reasonably
be perceived as constituting, unfair business inducements that would violate law, regulation or policies of the Company or its customers,
or would cause embarrassment or reflect negatively on the Company’s reputation.
Protection
and Proper Use of Company Assets
All
directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company’s profitability and are prohibited.
All
Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident
of fraud or theft should be reported for investigation immediately.
The
obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing
ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information
is prohibited and could also be illegal and result in civil or criminal penalties.
Corporate
Opportunities
All
directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers
and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that
are discovered through the use of Company assets, property, information or position, unless the Company has already been offered the
opportunity and turned it down. Directors, officers and employees may not use Company assets, property, information or position for personal
gain (including gain of friends or family members). In addition, directors, officers or employees may not compete with the Company directly
or indirectly, and as otherwise provided in any written agreement with the Company.
Political
Activities
The
Company does not make contributions to political candidates or political parties except as permitted by applicable laws.
Employees
engaging in political activity will do so as private citizens and not as representatives of the Company. An employee’s personal
lawful political contribution, or decision not to make a contribution, will not influence the employee’s compensation, job security
or opportunities for advancement.
Fair
Dealing
Each
director, officer and employee must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors,
employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee
may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or
any other unfair dealing practice.
| III. | Reporting
and Enforcement. |
Reporting
Actions
prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.
Actions
prohibited by this Code involving anyone other than a director or executive officer must be reported to the reporting person’s
supervisor or HR.
After
receiving a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or HR must promptly take all appropriate
actions necessary to investigate.
Investigations
and Enforcement
All
directors, officers and employees are expected to cooperate in any internal investigation of misconduct. In addition, employees are expected
to maintain and safeguard the confidentiality of an investigation to the extent possible, except as otherwise provided below or by applicable
law. Making false statements to or otherwise misleading internal or external auditors, investigators, legal counsel, Company representatives,
regulators or other governmental entities may be grounds for immediate termination of employment or other relationship with the Company
and also be a criminal act that can result in severe penalties.
| ● | If,
after investigating a report of an alleged prohibited action by a director or executive officer,
the Audit Committee determines that a violation of this Code has occurred, the Audit Committee
will report such determination to the Board. |
| ● | If,
after investigating a report of an alleged prohibited action by any other person, the relevant
supervisor or HR determines that a violation of this Code has occurred, the supervisor or
HR will report such determination to the Chief Executive Officer. |
| ● | Upon
receipt of a determination that there has been a violation of this Code, the Board or the
Chief Executive Officer will take such preventative or disciplinary action as it deems appropriate,
including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal
conduct or other serious violations of the law, notification of appropriate governmental
authorities. |
Waivers
A
waiver of compliance with this Code for executive officers or directors of the Company may be made only by the Company’s Board
or a Board committee acting on behalf of the Board. A waiver of this Code for all other employees may be made only by the Company’s
Chief Executive Officer.
Any
waiver for a director or an executive officer shall be disclosed as required by SEC and applicable stock exchange rules.
Amendment
The
Company reserves the right to amend this Code at any time, for any reason, subject to applicable laws, rules and regulations.
Acknowledgement
All
employees must sign an acknowledgment form confirming that they have read this Code and that they understand and agree to comply with
its provisions. Signed acknowledgment forms will be kept in employee personnel files. Failure to read this Code or to sign an acknowledgment
form does not excuse any person from the terms of this Code.
Acknowledgment
of Receipt and Review
CODE
OF ETHICS AND BUSINESS CONDUCT
To
be signed and returned to Human Resources.
I,
_______________________, acknowledge that I have received and read a copy of the Solidion Technology, Inc. Code of Ethics and Business
Conduct. I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code. I understand
that there may be additional standards, policies, procedures and laws relevant to my position.
I
understand that I should approach my manager or the Company’s Human Resources group if I have any questions about the Code generally
or any questions about reporting a suspected conflict of interest or other violation of the Code.
I
acknowledge that neither this Acknowledgment nor the Code is meant to vary or supersede the regular terms and conditions of my employment
by the Company or to constitute an employment contract.
Exhibit 31.1
CERTIFICATION
I, Jaymes Winters, certify that:
| |
1. |
I have reviewed this annual report on Form 10-K of Solidion Technology, Inc.; |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
|
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
|
|
| |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
|
|
| |
b. |
Any fraud, whether material or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: |
April 11, 2024 |
|
| |
|
|
| By: |
/s/ Jaymes Winters |
|
| |
Jaymes Winters, Chief Executive Officer (Principal Executive Officer) |
|
Exhibit 31.2
CERTIFICATION
I, Vlad Prantsevich, certify that:
| |
1. |
I have reviewed this annual report on Form 10-K of Solidion Technology, Inc.; |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
|
| |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
|
|
| |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
|
|
| |
b. |
Any fraud, whether material or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: |
April 11, 2024 |
|
| |
|
|
| By: |
/s/ Vlad Prantsevich |
|
| |
Vlad Prantsevich, Chief Financial Officer
(Principal Financial Officer) |
|
Exhibit 32.1
STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the Annual Report on Form 10-K
of Solidion Technology, Inc. (the “Company”), for the year ended December 31, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Jaymes Winters, Chief Executive Officer of the Company, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:
| |
1. |
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| |
|
|
| |
2. |
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Dated: |
April 11, 2024 |
|
| |
|
|
| By: |
/s/ Jaymes Winters |
|
| |
Jaymes Winters, Chief Executive Officer
(Principal Executive Officer) |
|
Exhibit 32.2
STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the Annual Report on Form 10-K
of Solidion Technology, Inc. (the “Company”), for the year ended December 31, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Vlad Prantsevich, Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:
| |
1. |
The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| |
|
|
| |
2. |
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Dated: |
April 11, 2024 |
|
| |
|
|
| By: |
/s/ Vlad Prantsevich |
|
| |
Vlad Prantsevich, Chief Financial Officer
(Principal Financial Officer) |
|
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 adopted this policy which provides for the recoupment of certain executive compensation
received in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under
the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange
Act of 1934 (the “Exchange Act”), the rules and amendments adopted by the Securities and Exchange Commission (the
“SEC”) to implement the aforementioned legislation, and the listing standards of the national securities exchange
on which the Company’s securities are listed.
Administration
This
Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein
to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding
on all affected individuals.
Covered
Executives
This
Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D
of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed,
and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board (“Covered
Executives”).
Recoupment;
Accounting Restatement
In
the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material
noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture
of any excess Incentive Compensation (as defined below) received by any Covered Executive during the three completed fiscal years immediately
preceding the date on which the Company is required to prepare an accounting restatement.
Incentive
Compensation
For
purposes of this Policy, Incentive Compensation means any of the following; provided that such compensation is granted, earned, or vested
based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual
cash bonuses and other short- and long-term cash incentives |
| ● | Stock
appreciation rights |
Financial
reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures that are derived wholly or in part from such measures and may include, among other
things, any of the following:
| ● | Total
stockholder return |
| ● | Earnings
before interest, taxes, depreciation, and amortization (EBITDA) |
| ● | Liquidity
measures such as working capital or operating cash flow |
| ● | Earnings
measures such as earnings per share |
| ● | “Non-GAAP
financial measures” for purposes of Exchange Act Regulation G and 17CFR 229.10 |
Excess
Incentive Compensation: Amount Subject to Recovery
The
amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over
the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined
by the Board.
If
the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information
in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement
on the applicable measure.
Method
of Recoupment
The
Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
| ● | requiring
reimbursement of cash Incentive Compensation previously paid; |
| ● | seeking
recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other
disposition of any equity-based awards; |
| ● | offsetting
the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | cancelling
outstanding vested or unvested equity awards; and/or |
| ● | taking
any other remedial and recovery action permitted by law, as determined by the Board. |
No
Indemnification
The
Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
Interpretation
The
Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the
administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of
Section 10D of the Exchange Act and applicable rules or standards adopted by the SEC or any national securities exchange on which the
Company’s securities are listed.
Effective
Date
This
Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive
Compensation that is approved, awarded or granted to Covered Executives on or after October 2, 2023. This Policy shall apply to any excess
Incentive Compensation received by Covered Executives during the three immediately completed fiscal years preceding the date on which
a company is required to prepare an accounting restatement.
Amendment;
Termination
The
Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations
adopted by the SEC under Section 10D of the Exchange Act and to comply with the rules and standards adopted by the SEC and the listing
standards of any national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy
at any time.
Other
Recoupment Rights
The
Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement,
equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit
thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in
addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms
of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available
to the Company.
Impracticability
The
Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as
determined by the Board in accordance with Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC and
the listing standards of any national securities exchange on which the Company’s securities are listed.
Successors
This
Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other
legal representatives.
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 of the Company. The primary role of the Committee is to oversee the financial
reporting and disclosure process of the Company and the Company’s compliance with legal and regulatory requirements.
| II. | Composition
of the Committee |
The
Committee shall consist of three or more directors, as determined from time to time by the Board. The members of the Committee shall
be appointed by the Board based on recommendations from the Nominating and Corporate Governance committee of the Board. The members of
the Committee shall serve until such member’s successor is duly appointed and qualified or until such member’s earlier resignation
or removal. The Board may remove any member from the Committee at any time with or without cause.
Independence
and Financial Expertise
Each
member of the Committee shall be independent in accordance with the independence requirements of Rule 10A-3 of the Securities Exchange
Act of 1934, as amended (the “Act”) and The Nasdaq Stock Market LLC (“Nasdaq”). The Board shall
designate a member of the Committee as the chairperson.
Each
member of the Committee must be able to read and understand fundamental financial statements in accordance with Nasdaq’s audit
committee requirements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of
the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other
comparable experience or background that leads to financial sophistication. At least one member of the Committee must be an “audit
committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit
committee financial expert will also be presumed to have financial sophistication per the requirements of Nasdaq listing rules.
Service
on other Audit Committees
No
member of the Committee may serve simultaneously on the audit committee of more than two other public companies without prior approval
of the Board. In addition, the chairman of the Committee may not serve simultaneously on the audit committee of more than two other public
companies.
| III. | Meetings
of the Committee |
The
Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, it being understood that the Committee
will ordinarily meet quarterly in advance of the release of quarterly financial results. The Committee, in its discretion, may ask members
of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. A majority of
the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other shall constitute a quorum.
The
Committee shall maintain minutes of its meetings and records relating to those meetings and report regularly to the Board on its discussions
and actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as
appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar
communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to
the Board.
The
Committee shall meet separately, and periodically, with management and representatives of the Company’s independent auditors, and
shall invite such individuals to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However,
the Committee shall meet regularly without such individuals present.
| IV. | Duties
and Responsibilities |
In
carrying out its duties and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be
in a position to best address, react to or respond to changing circumstances or conditions. The following duties and responsibilities
are within the authority of the Committee and are consistent with and subject to applicable law and rules and regulations promulgated
by the Securities and Exchange Commission (the “SEC”), NASDAQ, or any other applicable regulatory authority.
Independent
Auditor
| ● | The
Committee shall be directly responsible for the appointment, compensation, retention, replacement
and oversight of the work of any registered public accounting firm engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or attest services
for the Company, and each such registered public accounting firm must report directly to
the Committee (the registered public accounting firm engaged for the purpose of preparing
or issuing an audit report for inclusion in the Company’s Annual Report on Form 10-K
is referred to herein as the “independent auditors”). |
| ● | The
Committee shall approve all audit engagement fees and terms and pre-approve all audit and,
as provided in the Act and the SEC rules and regulations promulgated thereunder, all permitted
non-audit and tax services that may be provided by the Company’s independent auditors
or other registered public accounting firms. The Committee shall also establish policies
and procedures for the Committee’s pre-approval of permitted services by the Company’s
independent auditors or other registered public accounting firms on an on-going basis. |
| ● | The
Committee shall, at least annually, obtain and review a report by the Company’s independent
auditors that describes (1) the accounting firm’s internal quality control procedures,
(2) any material issues raised by the most recent internal quality control review, peer review
or Public Company Accounting Oversight Board review or inspection of the firm or by any other
inquiry or investigation by governmental or professional authorities in the past five years
regarding one or more audits carried out by the firm and any steps taken to deal with any
such issues, and (3) all relationships between the firm and the Company or any of its subsidiaries;
and to discuss with the independent auditors this report and any relationships or services
that may impact the objectivity and independence of the auditors. |
| ● | The
Committee shall (1) at least annually, evaluate the qualifications, performance and independence
of the Company’s independent auditors, including an evaluation of the lead audit partner
and (2) oversee the rotation of audit partners to the extent required by applicable rules
or regulations and consider regular rotation of the accounting firm serving as the Company’s
independent auditors. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors (1) the
auditors’ responsibilities under generally accepted auditing standards and the responsibilities
of management in the audit process, (2) the overall audit strategy, (3) the scope and timing
of the annual audit, (4) any significant risks identified during the auditors’ risk
assessment procedures and (5) when completed, the results, including significant findings,
of the annual audit. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors (1) any
audit problems or difficulties, including difficulties encountered by the Company’s
independent auditors during their audit work (such as restrictions on the scope of their
activities or their access to information), (2) any significant disagreements with management
and (3) management’s response to these problems, difficulties or disagreements; and
to resolve any disagreements between the Company’s auditors and management. |
Oversight
of Financial Reporting Process and Internal Controls
| ● | The
Committee shall review and discuss with the Company’s independent auditors (1) all
critical accounting policies and practices to be used in the audit, (2) all alternative treatments
of financial information within generally accepted accounting principles (“GAAP”)
that have been discussed with management, the ramifications of the use of such alternative
treatments and the treatment preferred by the auditors and (3) other material written communications
between the auditors and management. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors and management
(1) any material issues regarding accounting principles and financial statement presentation,
including any significant changes in the Company’s selection or application of accounting
principles, (2) any significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including the effects of
alternative GAAP methods and (3) the effect of regulatory and accounting initiatives and
off-balance sheet structures on the Company’s financial statements. |
| ● | The
Committee shall (1) keep the Company’s independent auditors informed of the Committee’s
understanding of the Company’s relationships and transactions with related parties
that are significant to the company and (2) review and discuss with the Company’s independent
auditors the auditors’ evaluation of the Company’s identification of, accounting
for, and disclosure of its relationships and transactions with related parties, including
any significant matters arising from the audit regarding the Company’s relationships
and transactions with related parties. |
| ● | The
Committee shall oversee the internal audit function and review various matters relating to
the internal audit function, such as the proposed audit plan and results and internal audit
budget and staffing. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors and management
(1) the adequacy and effectiveness of the Company’s internal controls, including any
significant deficiencies or material weaknesses in the design or operation of, and any material
changes in, the Company’s internal controls, and any special audit steps adopted in
light of any material control deficiencies, and any fraud involving management or other employees
with a significant role in such internal controls, (2) disclosure relating to the Company’s
internal controls, and (3) as applicable, the independent auditors’ report on the effectiveness
of the Company’s internal control over financial reporting and the required management
certifications to be included in or attached as exhibits to the Company’s annual report
on Form 10-K or quarterly report on Form 10-Q, as applicable. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors any other
matters required to be discussed by applicable requirements of the Public Company Accounting
Oversight Board and the SEC. |
Financial
Statements; Disclosure
| ● | The
Committee shall review and discuss with the Company’s independent auditors and management
the Company’s annual audited financial statements (including the related notes) and
the form of audit opinion to be issued by the auditors on the financial statements. |
| ● | The
Committee shall (1) review and discuss with the management and the independent auditor, before
the issuance of the audit report, the audited financial statements and related notes and
the “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” proposed to be included in the Company’s annual report on Form
10-K for filing with the SEC and (2) produce the audit committee report required to be included
in the Company’s proxy statement. The Committee shall make a recommendation to the
Board as to whether such financial statements should be included in the Company’s annual
report on Form 10-K. |
| ● | The
Committee shall review and discuss with the Company’s independent auditors and management
(1) the Company’s quarterly financial statements and the disclosure under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” proposed
to be included in the Company’s quarterly report on Form 10-Q before the Form 10-Q
is filed and (2) the Form 10-Q for filing with the SEC. |
| ● | The
Committee shall review and discuss with management and the Company’s independent auditors
(1) the Company’s earnings press releases, including the type of information to be
included and its presentation and the use of any pro forma, adjusted or other non-GAAP financial
information, before their release to the public, and (2) any financial information and earnings
guidance provided to analysts and ratings agencies, including the type of information to
be disclosed and type of presentation to be made. |
Miscellaneous
| ● | To
review, discuss with the Company’s independent auditors, and approve the functions
of the Company’s internal audit staff, including its purpose, authority, organization,
responsibilities, budget and staffing; and to review the scope and performance of the staff’s
internal audit plan, including the results of any internal audits, any reports to management
and management’s response to those reports. |
| ● | The
Committee shall establish and review related party transaction policies, and review and approve
in advance any related party transactions. The Committee shall also review significant transactions
and unusual events. |
| ● | The
Committee shall establish and review pre-approval policies and shall pre-approve audit and
permissible non-audit services to be provided by the independent auditor. |
| ● | The
Committee shall set Company hiring policies for employees or former employees of the Company’s
independent auditors. |
| ● | The
Committee shall establish and oversee procedures for the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal accounting controls
or auditing matters and the confidential, anonymous submission by Company employees of concerns
regarding questionable accounting or auditing matters. |
| ● | The
Committee shall review and discuss with management, the Company’s independent auditors,
and outside legal counsel, as appropriate, any legal, regulatory or compliance matters, including
any correspondence with regulators or government agencies and any employee complaints or
published reports that raise material issues regarding the Company’s financial statements
or accounting policies and any significant changes in accounting standards or rules promulgated
by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
| ● | The
Committee shall review and discuss with management the risks faced by the Company and the
policies, guidelines and process by which management assesses and manages the Company’s
risks, including the Company’s material financial risk exposures and the steps management
has taken to monitor and control such exposures. |
| ● | Review
and approve the Company’s insurance risk management policies and programs, including
oversight of the Company’s director and officer insurance programs. |
| ● | Oversee
cybersecurity and other risks relating to the Company’s information technology and
security. Receive quarterly updates regarding cybersecurity matters from Company management.
Annually review the adequacy and effectiveness of the Company’s information and technology
security policies and the internal controls regarding information and technology security
and cybersecurity. |
| ● | The
Committee shall review the Company’s compliance with applicable laws and regulations
and review and oversee the Company’s policies, procedures and programs designed to
promote and monitor legal, ethical and regulatory compliance. |
| ● | The
Committee shall monitor compliance with the Company’s Code of Ethics and Business Conduct
(the “Code”), investigate any alleged breach or violation of the Code,
and enforce the provisions of the Code. |
| ● | The
Committee shall meet periodically with outside legal counsel when appropriate, to review
legal and regulatory matters, including (1) legal cases against or regulatory investigations
of the Company and its subsidiaries, that could have a significant impact on the Company’s
financial statements, (2) any matters that may have a material impact on the financial statements
of the Company or (3) any matters involving potential or ongoing material violations of law
or breaches of fiduciary duty by the Company or any of its directors, officers, employees,
or agents or breaches of fiduciary duty to the Company. |
| ● | The
Committee shall review, approve and oversee any transaction between the Company and any related
person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest
situations on an ongoing basis, in accordance with Company policies and procedures. |
| ● | The
Committee shall review this Charter at least annually and recommend any proposed changes
to the Board for approval. |
| ● | The
Company shall perform such additional activities, and consider such other matters, within
the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate. |
| V. | OUTSIDE
ADVISORS; DELEGATION OF AUTHORITY |
The
Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel
and such other advisors and experts as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee
shall set the compensation, and oversee the work, of any outside counsel and other advisors.
The
Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board,
for the payment of compensation to the Company’s independent auditors, any other accounting firm engaged to perform services for
the Company, any outside counsel, any other advisors to the Committee, and for the payment of ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.
The
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
| VI. | PERFORMANCE
EVALUATION |
The
Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the
evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
6
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.
| II. | Composition
of the Committee |
The
Committee shall consist of three or more directors, as determined from time to time by the Board. The members of the Committee shall
be appointed by the Board based on recommendations from the nominating and corporate governance committee of the Board. The members of
the Committee shall serve until such member’s successor is duly appointed and qualified or until such member’s earlier resignation
or removal. The Board may remove any member from the Committee at any time with or without cause.
Each
member of the Committee shall be independent in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).
In addition, the Board may require that members of the Committee must also qualify as “non-employee directors” for purposes
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and satisfy the requirements
of “outside directors” pursuant to Section 162(m) of the Internal Revenue Code. The Board shall designate a member of the
Committee as the chairperson.
| III. | Meetings
of the Committee |
The
Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than twice
every year. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and
to provide pertinent information as necessary. A majority of the members of the Committee present in person or by means of a conference
telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute
a quorum.
The
Committee shall maintain minutes of its meetings and records relating to those meetings and report regularly to the Board on its discussions
and actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as
appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar
communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to
the Board.
The
Committee shall meet separately, and periodically, with management. The Committee may invite any officer or employee desired by the Committee
or its chairperson to attend any meeting or meetings of the Committees, except for portions of the meetings where such presence would
be inappropriate, as determined by the Committee or its chairperson. No such officer or employee of the Company may be present during
any discussions, deliberations, or voting of the Committee regarding the compensation of such officer or employee. Further, the Committee
shall meet regularly without such individuals present.
| IV. | Duties
and Responsibilities |
In
addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following
matters.
Overall
Compensation Strategy
| ● | The
Committee shall review and approve (or make recommendations to the Board regarding) any employment
agreements and any severance arrangements or plans, including any benefits to be provided
in connection with a change in control, for the chief executive officer (the “CEO”)
and other executive officers, which includes the ability to adopt, amend and terminate such
agreements, arrangements or plans, and other compensatory arrangements of the Company’s
executive officers and other senior management and adjusting compensation, as appropriate. |
| ● | In
consultation with senior management, establish, review, and evaluate the long-term strategy
of employee compensation and the types of equity and other compensation plans used by the
Company. The Committee shall review, approve (or make recommendations to the Board regarding),
implement, and administer incentive compensation plans and equity-based plans on an annual
basis, and where appropriate or required, recommend for approval by the stockholders of the
Company, which includes the ability to adopt, amend and terminate such plans. Oversee the
activities of the individuals and committees responsible for overseeing the Company’s
compensation plans. In reviewing and approving (or making recommendations regarding) incentive
compensation plans and equity-based plans, including whether to adopt, amend or terminate
any such plans, the Committee shall consider the results of the most recent stockholder advisory
vote on executive compensation (“Say on Pay Vote”) and the stockholder
advisory vote on the frequency of Say on Pay Votes. |
| ● | The
Committee shall monitor the Company’s compliance with the requirements of the Sarbanes
Oxley Act of 2002 relating to loans to officers and directors and with all other applicable
laws affecting employee compensation and benefits. |
| ● | The
Committee shall consider whether stock ownership guidelines for the CEO and other executive
officers should be implemented and, if so, monitor compliance with such guidelines. |
| ● | The
Committee shall consider whether to develop and recommend to the Board for approval a CEO
succession plan (the “Succession Plan”) and, if so, to review the Succession
Plan periodically in consultation with the CEO, develop and evaluate potential candidates
for CEO and recommend to the Board any changes to, and any candidates for succession under,
the Succession Plan. |
CEO
Compensation
| ● | The
Committee shall review and approve (or make recommendations to the Board for approval of)
the compensation and other terms of employment of the CEO on an annual basis. The Committee
shall also evaluate the CEO’s performance in achieving corporate performance goals and objectives,
and determine and approve the CEO’s compensation level based on this evaluation. |
| ● | In
determining the long-term incentive component of CEO compensation, the Committee may consider
the Company’s long-term performance and relative stockholder return, the value of similar
incentive awards given to CEOs at comparable companies, and the awards given to the Company’s
CEO in past years. |
| ● | In
evaluating and determining CEO compensation, the Committee shall consider the results of
any Say on Pay Vote required by Section 14A of the Exchange Act. |
| ● | The
CEO cannot be present during any voting or deliberations by the Committee on his or her compensation. |
Compensation
of Other Executive Officers and Directors
| ● | The
Committee shall review and approve (or make recommendations to the Board regarding) the compensation
of all other executive officers on an annual basis. In evaluating and determining (or making
recommendations regarding) executive compensation, the Committee shall consider the results
of the most recent Say on Pay Vote, as well as take into account the recommendations and
evaluations of the CEO to the extent the Committee deems appropriate. |
| ● | The
Committee shall review all director compensation and benefits for service on the Board and
Board committees at least once a year and to recommend any changes to the Board as necessary. |
| ● | Approve,
amend or terminate any material plans, programs or policies that provide retirement or welfare
benefits to employees or any significant change to such arrangements and oversee the activities
of individuals and committees responsible for overseeing the Company’s welfare and
retirement plans, and discharge any responsibilities imposed on the Committee by any of these
plans, including any responsibility for appointing applicable plan committees; provided that
the Committee may delegate to management the authority (i) to approve changes or adopt or
terminate welfare plans of general applicability to employees or a class of non-executive
employees and (ii) to amend retirement plans if such amendments do not result in a significant
cost increase to the Company. |
| ● | Review
and approve any severance or similar termination payments proposed to be made to, or the
entry by the Company into any employment and/or severance agreements or plans to be maintained
for the benefit of, any executive officer of the Company. |
Compensation
Discussion and Analysis; Committee Report
If
required by the applicable rules of the Securities and Exchange Commission, the Committee shall review and discuss with management the
Company’s Compensation Discussion and Analysis (the “CD&A”), recommend that the CD&A be included in the Company’s
annual report on Form 10-K and proxy statement, and produce the compensation committee report on executive officer compensation required
to be included in the Company’s proxy statement or annual report on Form 10-K.
Compensation
Proposals
The
Committee shall review and recommend to the Board for approval compensation-related proposals to be considered at the Company’s
annual meeting of stockholders, including frequency with which the Company will conduct Say on Pay Votes, taking into account the results
of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review
and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy
statement.
Human
Capital Management
The
Committee shall also:
| ● | Receive
periodic updates (not less than twice annually) regarding, and oversee any significant change
to, the Company’s human capital management strategy including corporate culture, inclusion,
pay and opportunity equity, diversity, and social initiatives and results, and talent attraction,
training, development, and retention programs and results. |
| ● | Review
the general compensation guidelines for the Company’s employees, including with regard
to the size of the Company’s cash bonus pool, if any. |
Employee
Benefit Plans
The
Committee shall review and approve (or make recommendations to the Board regarding) any employee benefit plans for the Company, which
includes the ability to adopt, amend and terminate such plans and the ability to delegate oversight of such plans.
Risk
Management
The
Committee shall review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to
review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate
compensation policies and practices that could mitigate any such risk.
Charter
Review
The
Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
General
Authority
The
Committee shall perform such other functions and have such other power as may be necessary or appropriate in the discharge of any of
the foregoing.
| V. | Outside
Advisors; Delegation of Authority |
The
Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary
to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation,
and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain
the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities
under this Charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors.
The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the
Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee
shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel
or other advisor to the compensation committee, and the authority granted in this Charter shall not affect the ability or obligation
of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.
The
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion. Subject to applicable law,
rules and regulations and the organizational documents of the Company, the Committee shall have the authority to delegate any of its
responsibilities, along with the authority to take action in relation to such responsibilities, to one or more officers of the Company.
If
the Committee decides to retain or seek advice from compensation consultants, outside counsel or other advisors (other than the Company’s
in-house counsel), the Committee shall assess the independence of such consultant, counsel or advisor in accordance with Nasdaq Listing
Rule 5605(d)(3). The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not
independent, after considering the foregoing factors.
The
Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance
with Item 407(e)(3)(iv) of Regulation S-K.
| VI. | Performance
Evaluation |
The
Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the
evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
5
v3.24.1.u1
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Apr. 11, 2024 |
Jun. 30, 2023 |
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FY
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The information required by Part III of this
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SOLIDION TECHNOLOGY, INC.
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0001881551
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001-41323
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DE
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Dallas
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TX
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v3.24.1.u1
Consolidated Balance Sheets - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Current Assets: |
|
|
| Cash |
$ 19,979
|
$ 545,655
|
| Prepaid expenses |
85,538
|
215,628
|
| Derivative asset |
28,245,500
|
|
| Total Current Assets |
28,351,017
|
761,283
|
| Cash and investments held in the Trust Account |
42,994,274
|
127,782,882
|
| Other assets |
|
35,870
|
| Total Assets |
71,345,291
|
128,580,035
|
| Current Liabilities: |
|
|
| Accounts payable and accrued expenses |
2,131,019
|
439,086
|
| Income taxes payable |
906,563
|
339,899
|
| Excise tax payable |
890,385
|
|
| Accrued offering costs |
|
5,000
|
| Funds allocated for share redemption |
17,834,235
|
|
| Derivative liabilities |
46,728,596
|
|
| Advances from Target |
187,500
|
|
| Convertible note payable – Sponsor |
1,297,500
|
125,341
|
| Total Current Liabilities |
71,213,298
|
909,326
|
| Deferred underwriting commission |
4,322,500
|
4,322,500
|
| Total liabilities |
75,535,798
|
5,231,826
|
| COMMITMENTS AND CONTINGENCIES |
|
|
| Class A common stock subject to possible redemption; 2,293,741 and 12,350,000 shares (at redemption value) |
24,342,743
|
127,242,983
|
| Stockholders’ Deficit: |
|
|
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
| Additional paid-in capital |
|
|
| Accumulated deficit |
(28,533,570)
|
(3,895,094)
|
| Total Stockholders’ Deficit |
(28,533,250)
|
(3,894,774)
|
| Total Liabilities and Stockholders’ Deficit |
71,345,291
|
128,580,035
|
| Class A Common Stock |
|
|
| Stockholders’ Deficit: |
|
|
| Common stock value |
12
|
12
|
| Class B Common Stock |
|
|
| Stockholders’ Deficit: |
|
|
| Common stock value |
308
|
308
|
| Related Party |
|
|
| Current Liabilities: |
|
|
| Advances from Related Party |
332,500
|
|
| Convertible note – Related Party |
$ 905,000
|
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v3.24.1.u1
Consolidated Balance Sheets (Parentheticals) - $ / shares
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Preferred stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
| Preferred stock, shares issued |
|
|
| Preferred stock, shares outstanding |
|
|
| Class A Common Stock |
|
|
| Common stock subject to possible redemption |
2,293,741
|
12,350,000
|
| Common stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
100,000,000
|
100,000,000
|
| Common stock, shares issued |
123,500
|
123,500
|
| Common stock, shares outstanding |
123,500
|
123,500
|
| Class B Common Stock |
|
|
| Common stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
10,000,000
|
10,000,000
|
| Common stock, shares issued |
3,087,500
|
3,087,500
|
| Common stock, shares outstanding |
3,087,500
|
3,087,500
|
| X |
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|
v3.24.1.u1
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| EXPENSES |
|
|
| Administrative fee - related party |
$ 125,000
|
$ 95,000
|
| General and administrative |
3,384,621
|
809,193
|
| TOTAL EXPENSES |
3,509,621
|
904,193
|
| OTHER (EXPENSE) INCOME |
|
|
| Change in fair value of derivative asset/liabilities |
(18,483,096)
|
|
| Income earned on Investments held in Trust Account |
3,788,143
|
1,812,882
|
| Interest income |
8,580
|
5,683
|
| Change in fair value of over-allotment liability |
|
19,432
|
| TOTAL OTHER (EXPENSE) INCOME, NET |
(14,686,373)
|
1,837,996
|
| Net (loss) income before provision for income taxes |
(18,195,994)
|
933,804
|
| Provision for income taxes |
1,579,608
|
339,899
|
| Net (loss) income |
$ (19,775,602)
|
$ 593,905
|
| Class A Redeemable Common Stock |
|
|
| OTHER (EXPENSE) INCOME |
|
|
| Weighted average number of shares of common stock outstanding, basic (in Shares) |
7,654,886
|
9,846,164
|
| Basic net (loss) income per share of common stock (in Dollars per share) |
$ (1.82)
|
$ 0.05
|
| Weighted average number of shares of common stock outstanding, diluted (in Shares) |
7,654,886
|
9,846,164
|
| Diluted net (loss) income per share of common stock (in Dollars per share) |
$ (1.82)
|
$ 0.05
|
| Class A and B Non-Redeemable Common Stock |
|
|
| OTHER (EXPENSE) INCOME |
|
|
| Weighted average number of shares of common stock outstanding, basic (in Shares) |
3,211,000
|
3,117,537
|
| Basic net (loss) income per share of common stock (in Dollars per share) |
$ (1.82)
|
$ 0.05
|
| Weighted average number of shares of common stock outstanding, diluted (in Shares) |
3,211,000
|
3,185,962
|
| Diluted net (loss) income per share of common stock (in Dollars per share) |
$ (1.82)
|
$ 0.05
|
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v3.24.1.u1
Consolidated Statement of Changes in Stockholders’ (Deficit) Equity - USD ($)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional Paid-in Capital |
Accumulated Deficit |
Total |
| Balance at Dec. 31, 2021 |
|
$ 316
|
$ 24,684
|
$ (1,430)
|
$ 23,570
|
| Balance (in Shares) at Dec. 31, 2021 |
|
3,162,500
|
|
|
|
| Proceeds Allocated to Public Warrants |
|
|
3,755,675
|
|
3,755,675
|
| Proceeds from Private Warrants |
|
|
5,405,000
|
|
5,405,000
|
| Value of transaction costs allocated to the fair value of equity instruments |
|
|
(234,654)
|
|
(234,654)
|
| Class A common stock issued to Representative |
$ 12
|
|
776,803
|
|
776,815
|
| Class A common stock issued to Representative (in Shares) |
123,500
|
|
|
|
|
| Class A Common Stock Redeemable Remeasurement Adjustment at Initial Public Offering |
|
|
(9,727,508)
|
(3,214,594)
|
(12,942,102)
|
| Class A Common Stock Redeemable Remeasurement Adjustment |
|
|
|
(1,272,983)
|
(1,272,983)
|
| Forfeiture of Class B Common Stock |
|
$ (8)
|
|
8
|
|
| Forfeiture of Class B Common Stock (in Shares) |
|
(75,000)
|
|
|
|
| Net income (loss) |
|
|
|
593,905
|
593,905
|
| Balance at Dec. 31, 2022 |
$ 12
|
$ 308
|
|
(3,895,094)
|
(3,894,774)
|
| Balance (in Shares) at Dec. 31, 2022 |
123,500
|
3,087,500
|
|
|
|
| Class A common stock issued to Representative |
|
|
|
|
$ 776,815
|
| Class A common stock issued to Representative (in Shares) |
|
|
|
|
123,500
|
| Class A Common Stock Redeemable Remeasurement Adjustment |
|
|
|
(3,972,489)
|
$ (3,972,489)
|
| Excise tax on redemption of Class A Common Stock |
|
|
|
(890,385)
|
(890,385)
|
| Net income (loss) |
|
|
|
(19,775,602)
|
(19,775,602)
|
| Balance at Dec. 31, 2023 |
$ 12
|
$ 308
|
|
$ (28,533,570)
|
$ (28,533,250)
|
| Balance (in Shares) at Dec. 31, 2023 |
123,500
|
3,087,500
|
|
|
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v3.24.1.u1
Consolidated Statement of Cash Flows - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Cash Flows From Operating Activities: |
|
|
| Net income (loss) |
$ (19,775,602)
|
$ 593,905
|
| Income earned on Investments held in Trust Account |
(3,788,143)
|
(1,812,882)
|
| Change in fair value of over-allotment liability |
|
(19,432)
|
| Derivative asset/liabilities |
18,483,096
|
|
| Prepaid expenses |
130,090
|
(215,628)
|
| Other assets |
35,870
|
(35,870)
|
| Accrued formation and offering costs |
(5,000)
|
|
| Income tax payable |
566,664
|
339,899
|
| Accounts payable and accrued expenses |
1,691,932
|
424,906
|
| Net Cash Used In Operating Activities |
(2,661,093)
|
(725,102)
|
| Cash Flows From Investing Activities: |
|
|
| Cash withdrawn for taxes |
1,523,258
|
|
| Cash withdrawn for redemptions of Class Common Stock |
89,038,494
|
|
| Cash deposited into Trust Account |
(1,985,000)
|
(125,970,000)
|
| Net Cash Provided By (Used In) Investing Activities |
88,576,752
|
(125,970,000)
|
| Cash Flows From Financing Activities: |
|
|
| Proceeds from convertible note – Sponsor |
1,172,159
|
|
| Proceeds from convertible note |
905,000
|
|
| Advances from Related Party |
332,500
|
|
| Advances from Target |
187,500
|
|
| Payments for redemption of Class A Common Stock |
(89,038,494)
|
|
| Sale of Units in the Initial Public Offering, net of underwriting discount |
|
123,500,000
|
| Proceeds from sale of Private Placement Warrants |
|
5,405,000
|
| Payment of underwriter fees |
|
(1,235,000)
|
| Payment of offering costs |
|
(429,243)
|
| Net Cash (Used In) Provided By Financing Activities |
(86,441,335)
|
127,240,757
|
| Net change in cash |
(525,676)
|
545,655
|
| Cash at beginning of period |
545,655
|
|
| Cash at end of period |
19,979
|
545,655
|
| Supplemental disclosure |
|
|
| Cash paid for income taxes |
1,012,944
|
|
| Supplemental disclosure of non-cash financing activities: |
|
|
| Deferred offering costs included in accrued offering costs |
|
25,000
|
| Deferred offering costs included in related party payable |
|
939
|
| Deferred underwriters’ compensation charged to temporary equity in connection with the Public Offering |
|
4,322,500
|
| Class A redeemable Common Stock measurement adjustment at Initial Public Offering |
|
12,942,102
|
| Fair value of representative shares |
|
776,815
|
| Fair value of over-allotment option |
|
19,432
|
| Excise tax on redemption of Class A Common Stock |
890,385
|
|
| Class A Common Stock Redeemable Current Period Remeasurement Adjustment |
3,972,489
|
1,272,983
|
| Reclassification of redeemed Class A ordinary shares |
$ 17,834,235
|
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v3.24.1.u1
Description of Organization, Business Operations and Going Concern
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Description of Organization, Business Operations and Going Concern [Abstract] |
|
| DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN |
NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN
Solidion Technology, Inc, formerly known as Nubia
Brand International Corp. prior to February 2, 2024 (the “Closing Date”) was incorporated in Delaware on June 14, 2021 and
Nubia Merger Sub, Inc., an Ohio corporation, (collectively, the Company”) was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.
As of December 31, 2023, the Company had not
commenced any operations. All activity for the period from June 14, 2021 (inception) through December 31, 2023 relates to the Company’s
formation and the initial public offering (“Initial Public Offering” or “IPO”), which is described below. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.
On February 16, 2023, the Company entered into
a Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (the “Honeycomb”),
the Company, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, pursuant
to which Merger Sub will merge with and into Honeycomb (the “Merger”) with Honeycomb as the surviving corporation of the
Merger and becoming a wholly-owned subsidiary of the Company. In connection with the Merger, the Company will change its name to “Honeycomb
Battery Company” or such other name designated by Honeycomb by notice to the Company, which is referred to herein as the “Solidion.”
The board of directors of the Company (the “Nubia Board”) has unanimously (i) approved and declared advisable the Merger
Agreement, the Merger and the other transactions contemplated thereby (collectively, the “Transactions”) and (ii) resolved
to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.
The Merger Agreement provides that the Company
will issue to the Honeycomb stockholders aggregate consideration of 70,000,000 shares of Solidion’s common stock (the “Closing
Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”), plus up to an additional
22,500,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence of the following events (or
earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock
implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in
the Merger Agreement, thresholds set forth below):
| | (i) | 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the “Closing Date”) until the second anniversary of the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement); |
| (ii) | 7,500,000
Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the date that is forty-two (42) months following the Closing Date, the VWAP of the
shares of Solidion’s Class A common stock is greater than or equal to $15.00 per share
(subject to any adjustment pursuant to the Merger Agreement); and |
| (iii) | 10,000,000
Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidion’s
Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment
pursuant to the Merger Agreement). |
The Merger Agreement contains customary representations
and warranties of the parties.
The Merger is accounted for as a reverse recapitalization
with Honeycomb as the accounting acquirer.
On
February 2, 2024 (the “Closing Date”), the Company consummated the business combination
(the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023
(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such
merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology,
Inc.” upon Closing. Business Prior to the Business Combination
The registration statement for the Company’s
Initial Public Offering was declared effective on March 10, 2022. On March 15, 2022, the Company consummated the Initial Public Offering
of 11,000,000 units (“Units” and, with respect to the shares of common stock included in the Units being offered, the “Public
Shares”), generating gross proceeds of $110,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants
(the “Private Placement Warrants”) to Mach FM Acquisitions LLC (the “Sponsor”) at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds to the Company in the amount of $5,000,000.
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000. Also, in connection with the partial exercise
of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase
price of $1.00 per warrant generating additional gross proceeds to the Company of $405,000.
The Company’s ability to commence operations
is contingent upon obtaining adequate financial resources through its Initial Public Offering of 12,350,000 Units (including a partial
exercise of the underwriters’ over-allotment option) at $10.00 per Unit, which is discussed in Note 3, and the sale of 5,405,000
Private Placement Warrants (including a partial exercise of the underwriters’ over-allotment option) at a price of $1.00 per Private
Placement Warrant in private placements to the Sponsor that will close simultaneously with the Initial Public Offering.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more
initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit
sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust
Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the
Trust Account, as described below. On December 15, 2023 the funds in the Trust Account were moved into a non-interest bearing, segregated
account, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of
the funds held in the Trust Account, as described below. The holders of the Founder Shares have agreed
(a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion
of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing
of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares
if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any
other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment.
On
March 13, 2023, in accordance with the current certificate of incorporation, the Company contributed an aggregate of $1,235,000 (or $0.10
per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March
15, 2023 to June 15, 2023. On June 14, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At
the Special Meeting, stockholders approved to amend the Company’s Amended and Restated Certificate of Incorporation to allow the
Company to extend the date by which the Company must consummate a business combination (the “Extension”) on a monthly basis
up to six times from June 15, 2023 (the date that is 15 months from the closing date of the Company’s initial public offering of
units) to December 15, 2023 (the date that is 21 months from the closing date of the IPO). The
Company contributed an additional $125,000 per month from June through November 2023 for a total of $750,000 related to the Special Meeting
Extension.
Stockholders elected
to redeem an aggregate 8,430,383 or shares of Common Stock in connection with the Special Meeting. As such, $89,038,494 was withdrawn
from the Trust.
In connection with the
redemption, the Company recorded an excise tax liability and equity adjustment of $0.9 million.
On December 14, 2023,
the Company held another special meeting of stockholders (the “Second Special Meeting”). At the Second Special Meeting, stockholders
approved the business combination.
Stockholders elected
to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting. The funds of $17,834,235 are due
and payable to the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date. As such,
the Company recorded a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject
to possible redemption at December 31, 2023 of $17,834,235. The funds were transferred to the stockholders upon closing of the business
combination on February 2, 2024.
Excise tax, if any,
related to the redemption will be accrued on the date the funds are paid to the stockholders.
Going Concern Consideration
On February 2, 2024 (the “Closing Date”),
the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023
(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,
which was renamed “Solidion Technology, Inc.” upon Closing.
Since Solidion’s inception, the Company has experienced recurring
net losses and has generated minimal sales. For the year ended December 31, 2023, Solidion recorded net losses of approximately $5,300,000,
net cash used in operating activities of approximately $4,100,000 and, as of December 31, 2023, had cash and cash equivalents on hand
of approximately $1,000, which factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company
plans to finance its operations with proceeds from the sale of equity securities or debt; however, there is no assurance that management’s
plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.
The balance sheets do not include any adjustments
that might result from the outcome of this uncertainty. The accompanying financial statements have been prepared in conformity with generally
accepted accounting principles in the United States of America (“US GAAP”), which contemplate continuation of the Company
as a going concern. Risks and Uncertainties
The IR Act imposes a 1% excise tax on
the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased
is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly
all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption
right, essentially getting their money back. The Company recorded an excise tax liability and equity adjustment of $0.9 million for the
ended December 31, 2023 in connection with Second Special Meeting redemptions.
In February 2022, the Russian Federation and
Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action, related sanctions
on the world economy and the ongoing hostilities in the Middle East are not determinable as of the date of these financial statements.
The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of
the date of these financial statements.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
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-Section 50
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-URI https://asc.fasb.org//810/tableOfContent
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-Topic 205
-Name Accounting Standards Codification
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v3.24.1.u1
Summary of Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Summary of Significant Accounting Policies [Abstract] |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation and Principles of
Consolidation
The accompanying consolidated financial statements
have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances
have been eliminated.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term
due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2023 and 2022. Cash
and investments held in Trust Account
The
funds held in Trust are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund
selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. All of the
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in Income earned on Investments held in Trust Account in the accompanying statements of operations. The
estimated fair value of investments held in Trust Account are determined using available market information. On December 11, 2023
the funds in the Trust Account were moved into a non-interest bearing, segregated account, as determined by the Company, until the earlier
of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. In fourth quarter of
2023, the Company withdrew approximately $187,000 of interest earned in the Trust Account for fiscal year 2023 estimated tax obligations.
The taxes were not paid directly at that time as the tax liabilities are due to be paid subsequently in 2024. In hindsight, the amounts
withheld from the trust should have been promptly remitted, or held as restricted cash. The Company remitted approximately $82,000 of
the tax obligation in the first quarter 2024 to the relevant tax authorities, and intends to remit remaining payments as soon as practically
possible, in conjunction with applicable tax authority deadlines.
Offering Costs associated with an Initial
Public Offering
The Company complies with the requirements of
the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the
Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public
Offering, offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants
by the relative fair value method. Total offering costs at the close of the Initial Public Offering were $6,951,081. Other costs of $597,334
consisted principally of costs, such as professional, legal and other fees, incurred in connection with preparation for the Initial Public
Offering. These offering costs, together with the underwriter fees of $5,557,500 (of which 4,322,500 is deferred until successful initial
Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public
Offering. In addition, the Company recorded the fair value of $776,815 for representative shares issued upon close of the Public Offering
as well as the fair value of the remaining over-allotment option of $19,432 as offering costs.
Class A ordinary shares subject to possible
redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”.
Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other
times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption
rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future
events. Accordingly, at December 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in
the amount of approximately $24.3 million and $127.2 million, respectively, are presented as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the
end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit of approximately $4.8 million and $12.9 million for the year ended
December 31, 2023 and December 31, 2022, respectively. The valuation of common stock subject to redemption includes the Company’s
estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000
since it is only taken into account in the event of the Company’s liquidation.
At December 31, 2023 and December 31, 2022, the
Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:
| Gross proceeds | |
$ | 123,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (3,755,675 | ) |
| Class A common stock issuance costs | |
| (6,716,427 | ) |
| | |
| (10,472,102 | ) |
| | |
| | |
| Plus: | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment at IPO | |
| 12,942,102 | |
| Remeasurement adjustment for the year ended December 31, 2022 | |
| 1,272,983 | |
| Class A common stock subject to possible redemption as of December 31, 2022 | |
| 127,242,983 | |
| Transfer to funds payable to redeemed Class A stockholders | |
| (17,834,235 | ) |
| Redemptions | |
| (89,038,494 | ) |
| Remeasurement adjustment for the year ended December 31, 2023 | |
| 3,972,489 | |
| Class A common stock subject to possible redemption as of December 31, 2023 | |
$ | 24,342,743 | |
Funds payable to redeemed Class A stockholders
On December 14, 2023,
the Company held a second special meeting of stockholders (the “Second Special Meeting”). In connection with the Second Special
Meeting, stockholders elected to redeem an aggregate 1,625,876 shares of Common Stock. The funds of $17,834,235 are due and payable to
the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date. As such, the Company recorded
a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject to possible redemption
at December 31, 2023 of $17,834,235 as the funds are considered redeemed, but pending distribution. The funds were transferred to the
stockholders upon closing of the business combination on February 2, 2024.
Excise tax, if any,
related to the redemption will be accrued on the date the funds are paid to the stockholders.
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject
to income tax examinations by major taxing authorities since inception.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months.
The IR Act imposes a 1% excise tax on
the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased
is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly
all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption
right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can
be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC
did not find a target with which to merge.
In connection with shareholder redemptions in 2023, the Company recorded
an excise tax liability and equity adjustment of $0.9 million.
Net Income (Loss) per Common Stock
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies
the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable shares of Class A
Common Stock is excluded from income (loss) per share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share
of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private
Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the
warrants are exercisable to purchase 11,580,000 shares of Class A common stock in the aggregate. As a result, diluted income (loss) per
share of common stock is the same as basic income (loss) per common stock for the periods presented.
Stockholders elected
to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023. As such,
these shares are no longer outstanding for purposes of calculating weighted average number of shares of common stock outstanding at December
31, 2023. The following tables reflects the calculation
of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| | |
For the
Year ended | |
| | |
December 31, | |
| | |
2022 | |
| Class A Redeemable Common Stock | |
| |
| Numerator: Income allocable to Class A Redeemable Common Stock | |
$ | 448,713 | |
| Denominator: Diluted weighted average shares outstanding | |
| 9,846,164 | |
| Diluted net income per share, Class A Redeemable Common Stock | |
$ | 0.05 | |
| | |
| | |
| Class A and Class B Non-Redeemable Common Stock | |
| | |
| Numerator: Income allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | 145,192 | |
| Denominator: Diluted weighted average shares outstanding | |
| 3,185,962 | |
| Diluted net income per share, Class A and Class B Non-Redeemable Common Stock | |
$ | 0.05 | |
| | |
Year ended
December 31, | |
| | |
2023 | |
| | |
| |
| Class A Redeemable Common Stock | |
| |
| Numerator: Loss allocable to Class A Redeemable Common Stock | |
$ | (13,931,674 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 7,654,886 | |
Basic and diluted net loss per share, Class A Redeemable Common Stock | |
$ | (1.82 | ) |
| | |
| | |
| Class A and Class B Non-redeemable Common Stock | |
| | |
| Numerator: Loss allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | (5,843,928 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 3,211,000 | |
Basic and diluted net loss per share, Class A and Class B Non-Redeemable Common Stock | |
$ | (1.82 | ) |
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). See Note 8.
Convertible Notes
The Company accounts for convertible notes as
either equity-classified or liability-classified instruments based on an assessment of the convertible notes’ specific terms and
applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment
considers whether the conversion feature is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the convertible notes meet all of the requirements for equity classification under ASC 815, including
whether the conversion feature are indexed to the Company’s own common shares. The Company has concluded that the convertible notes
qualify for equity treatment. Warrants
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside
of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for
outstanding warrants as equity-classified instruments.
Forward Purchase Agreement and Non-Redemption
Agreement
The Company accounts for forward purchase agreement
and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA and NRA
specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815, including
whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while the FPA and
NRA are outstanding.
For issued or modified FPA and NRAs that meet
all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA
and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The
Company accounts for outstanding FPA and NRA as liability-classified instruments.
Recent Accounting Standards
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax
information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09
is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does
not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.
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v3.24.1.u1
Initial Public Offering
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Initial Public Offering [Abstract] |
|
| INITIAL PUBLIC OFFERING |
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the
Company sold 11,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of
one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A
common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000.
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v3.24.1.u1
Private Placements
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Private Placements [Line Items] |
|
| PRIVATE PLACEMENTS |
NOTE 4 — PRIVATE PLACEMENTS
The Sponsor purchased an aggregate of 5,000,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000, from the Company
in private placements that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is
exercisable to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from
the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Common stock issuable upon
exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an
Initial Business Combination, subject to certain exceptions.
On March 15, 2022, in connection with the exercise
of the over-allotment option, the Sponsor and the underwriter purchased an additional 405,000 Private Placement Warrants at a purchase
price of $1.00 per warrant generating additional gross proceeds to the Company of $405,000.
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v3.24.1.u1
Related Parties
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Related Parties [Abstract] |
|
| RELATED PARTIES |
NOTE 5 — RELATED PARTIES
Founder Shares
On August 17, 2021, the Sponsor received 2,875,000
of the Company’s Class B common stock (the “Founder Shares”) for $25,000 paid for Company deferred offering costs.
On March 10, 2022, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding
(see Note 7). All share amounts have been adjusted to reflect the share split. The Founder Shares include an aggregate of up to 412,500
shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the
number of Founder Shares equals, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of
common stock after the Initial Public Offering. During the year ended December 31, 2022, as a result of the partial exercise of the over-allotment
option, the remaining 75,000 shares subject to forfeiture expired.
The holders of the Founder Shares have agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year
after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or
(y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in
all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Promissory Note — Sponsor
On July 27, 2021, the Sponsor issued an unsecured
promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation
of the Initial Public Offering (the “Original Maturity Date”). On May 20, 2022, the Company and the Sponsor amended and restated
the Promissory Note (the “Amended Note”) (i) to extend the Original Maturity Date to a new maturity date which shall be upon
the earlier of the closing of the Company’s initial business combination or the Company’s liquidation, and (ii) to permit
the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into warrants,
at a price of $1.00 per warrant, upon consummation of the Company’s initial business combination. On May 17, 2023, the Sponsor
issued an unsecured promissory note to the Company (the “Note”), pursuant to which the Company may borrow up to an aggregate
principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable on the earlier of the closing of the Company’s
initial business combination or the Company’s liquidation, and to permits the holder of the Note, in its sole discretion, to convert
any or all of the unpaid principal under the Amended Note into warrants, at a price of $1.00 per warrant, upon consummation of the Company’s
initial business combination.
As of December 31, 2023 and December 31, 2022,
there was $1,297,500, and $125,341, respectively, outstanding under the Promissory Note.
On January 29, 2024, the Promissory Notes with
the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial
business combination was convertible into common shares at a conversion price of $1.00 per share.
Convertible Note – Related party
At various dates in the third and fourth quarters
of 2023, the Company issued Convertible notes to related parties of $905,000 to meet our working capital requirements. As of December
31, 2023 and December 31, 2022, there was $905,000 and $0 in Convertible Notes from Related Parties outstanding. The convertible notes
with related parties bear similar conditions to the promissory note – sponsor.
Advances from Target
On June 15, 2023, Honeycomb Battery Company advanced
to the Company $62,500. On July 14, 2023, Honeycomb Battery Company advanced an additional $62,500. On August 15, 2023, Honeycomb Battery
Company advanced an additional $62,500. As of December 31, 2023 and December 31, 2022, there was $187,500 and $0 advances outstanding.
Advances from Related Parties
From time to time, affiliates of the Sponsor advance
funds to the Company or pay expenses on behalf of the Company for formation and operating costs. These advances are due on demand and
are non-interest bearing. During the year ended December 31, 2023 and 2022, the related parties paid $332,500 and $2,841 of expenses on
behalf of the Company, respectively. As of December 31, 2023 and December 31, 2022, there was $332,500 and $0 outstanding balances due
to related parties, respectively. In January 2024, the advances from related parties were converted into convertible notes – related
party. Letter Agreement between Nubia and Mach
FM Acquisitions LLC
On
December 13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment
to the Sponsor in the amount of $7,250,000. In consideration for such payment, the Sponsor agreed to assume certain fees and expenses
accrued by Nubia in connection with the transactions contemplated by the Merger Agreement. The
payment is due at closing of the Merger Agreement and relates to the deferred underwriting commission of $4,322,500, which is included
in the balance sheet as of December 31, 2023, and costs that have not been incurred as of December 31, 2023 related to the merger.
General and Administrative Services
Commencing on the date of the Initial Public
Offering, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these
monthly fees. During the year ended December 31, 2023 and December 31, 2022, the Company recorded $125,000 and $95,000, respectively,
of expenses related to the agreement, respectively. As of December 31, 2023 and December 31, 2022, there was an outstanding balance of
$79,481 and $0, respectively.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into Warrants at
a price of $1.00 per Warrant. Such Units would be identical to the Private Placement Warrants. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and December 31, 2022, there were
no amounts outstanding under the Working Capital Loans.
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-Topic 946
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v3.24.1.u1
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Commitments and Contingencies [Abstract] |
|
| COMMITMENTS AND CONTINGENCIES |
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement
Warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the
Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)
are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial
Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion
to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the date of Initial Public Offering to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the
Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were paid a cash underwriting
discount of $0.10 per Unit, or $1,235,000 upon the closing of the Initial Public Offering. EF Hutton, division of Benchmark Investments,
LLC, which is the representative of the underwriters in the Initial Public Offering, also received 123,500 shares of Class A common stock
as compensation in connection with the closing of the Initial Public Offering (the “Representative Shares”). In addition,
the underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,322,500, which includes the additional deferred fee from the
exercise of the over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On December
13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment to the
Sponsor in the amount of $7,250,000. In consideration for such payment, the Sponsor agreed to assume certain fees and expenses accrued
by Nubia in connection with the transactions contemplated by the Merger Agreement, including the deferred underwriting fee.
On March 15, 2022, the underwriters purchased
an additional 1,350,000 Units pursuant to the partial exercise of the over-allotment option. The Units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds to the Company of $13,500,000. The Company recorded the fair value of the remaining
over-allotment option of $19,432 as a liability on accordance with ASC 815-50 on March 15, 2022. On April 29, 2022, the remaining over-allotment
option expired and the liability was written off to the statements of operations. Upon consummation of the Initial Public Offering, the
Company used a modified Black-Scholes model to value the over-allotment option. See Note 8.
The Representative Shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration
statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Upon close of the Initial Public Offering,
the Company recorded additional stock issuance costs of $776,815, the grant date fair value of the shares.
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v3.24.1.u1
Stockholders’ Equity (Deficit)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Stockholders’ Equity (Deficit) [Abstract] |
|
| STOCKHOLDERS’ EQUITY (DEFICIT) |
NOTE 7 — STOCKHOLDERS’ EQUITY
(DEFICIT)
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there
were no shares of preferred stock issued or outstanding.
Class A Common Stock — The
Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common
stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 123,500 and 123,500 shares of Class A common
stock issued and outstanding, respectively. In addition, there were 2,293,741 and 12,350,000 shares of Class A common stock in temporary
equity on the balance sheets as of December 31, 2023 and December 31, 2022, respectively.
Class B Common Stock — The
Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common
stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 3,087,500 shares of Class B common stock
issued and outstanding. At issuance, the Class B common stock included an aggregate of up to 412,500 shares of Class B common stock originally
subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the
number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering.
Upon the partial exercise of the over-allotment option, there were 75,000 shares which were forfeited during the year ended December
31, 2022 when the remaining over-allotment option expired.
Only holders of the Class B common stock will
have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of
Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise
required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements
with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from
those in effect upon completion of this offering.
The shares of Class B common stock will automatically
convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio
at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority
of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the
aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion
of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination),
excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Warrants — As of December
31, 2023, there were 11,580,000 warrants outstanding (5,405,000 Private warrants and 6,175,000 Public Warrants). Public Warrants may
only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants
will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and
(b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to
the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant
will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable
after the closing of a Business Combination the Company will use its commercially reasonable efforts to file, and within 90 days following
a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock
issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the
warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a) (9) of the Securities Act and, in the event the Company so elects, the Company will not
be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per
Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the
outstanding Public Warrants:
| ● | in
whole and not in part; |
| ● | at a price of $0.01 per Public Warrant; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
period to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.
If the Company calls the Public Warrants for
redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable
upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not
be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and
the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect
to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical
to the Public Warrants underlying the Units being sold in the Initial Public Offering.
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| Period Type: |
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|
v3.24.1.u1
Forward Purchase Agreement and Non Redemption Agreement
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Forward Purchase Agreement and Non Redemption Agreement [Abstract] |
|
| FORWARD PURCHASE AGREEMENT AND NON REDEMPTION AGREEMENT |
NOTE 8 — FORWARD PURCHASE AGREEMENT
AND NON REDEMPTION AGREEMENT
Forward Purchase Agreement
On December 13, 2023, Nubia entered into an agreement
with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),
and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward
Purchase Investors”) (the “Forward Purchase Agreement”). For purposes of the Forward Purchase Agreement, NUBI is referred
to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc. (“Pubco”)
is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but
not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase
Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE
Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share, of NUBI (“NUBI Shares”)
outstanding following the closing of the Business Combination, as calculated by Seller (the “Purchased Amount”), less the
number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”).
Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would
exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion,
waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following
a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination”
in the Forward Purchase Agreement.
The Forward Purchase Agreement provides for a
prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the Initial Price (as defined
below). As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade
Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales
equal 100% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such
Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions
herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an
Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when
an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion
of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward
Purchase Agreement).
The Forward Purchase Agreement provides that
Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of
Shares as set forth in a Pricing Date Notice, plus (ii) number of Recycled Shares multiplied by the redemption price per share (the “Initial
Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, and as amended
from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.
The Counterparty will pay to Seller the Prepayment
Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock
Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and
the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after
the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination; except
that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted
against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the
avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement
for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, Counterparty shall pay directly
from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined
by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.
Following the Closing, the reset price (the “Reset
Price”) will initially be the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first
week following the thirtieth day after the closing of the Business Combination to be the lowest of (a) the then current Reset Price,
(b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction
upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.
From time to time and on any date following the
Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller
may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET
Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET
Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)).
The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with
effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall
pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of
such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties. The valuation date will be the earliest to occur
of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business
Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to
be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective)
after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a
Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller
in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier
than the day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from Seller to
the Counterparty in accordance with the Forward Purchase Agreement. In the event the Valuation Date is determined pursuant to clause
(c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.
On the Cash Settlement Payment Date, which is
the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount
equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the
Counterparty shall remit to Seller the Settlement Amount Adjustment; provided that, if the Settlement Amount less the Settlement Amount
Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the
“Cash Settlement Payment” Date section of the Forward Purchase Agreement.
Seller has agreed to waive any redemption rights
with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s
Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares. Such waiver may reduce the number of NUBI Shares
redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the
Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been
undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5
under the Securities Exchange Act of 1934.
The derivative liabilities includes the FPA and NRA of $35,576,596
and $11,152,000, respectively at December 31, 2023. The derivative asset relates to the FPA at December 31, 2023.
Non-Redemption Agreement
On December 13, 2023, NUBI entered into a non-redemption agreement
(the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting
on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its
affiliates. Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially
own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number
of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares
would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding
9.99% of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption
any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving
the Business Combination (the “Second Special Meeting”); provided, however, that in the event Backstop Investor has previously
elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request
prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.
Upon consummation of the business combination,
NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect
of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and
(y) the Redemption Price, less $4.00.
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v3.24.1.u1
Fair Value Measurements
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Fair Value Measurements [Abstract] |
|
| FAIR VALUE MEASUREMENTS |
NOTE 9 — FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1—quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2—observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
Level 3—unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and December 31, 2022, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
|
|
|
|
December 31, |
|
|
December 31, |
|
| Description: |
|
Level |
|
|
2023 |
|
|
2022 |
|
| Assets: |
|
|
|
|
|
|
|
|
|
| Cash and investments held in Trust
Account |
|
|
1 |
|
|
$ |
42,994,274 |
|
|
$ |
127,782,882 |
|
Derivative asset |
|
|
3 |
|
|
$ |
28,245,500 |
|
|
$ |
- |
|
| Derivative liabilities |
|
|
3 |
|
|
$ |
46,728,596 |
|
|
$ |
- |
|
The derivative liabilities includes the FPA and NRA of $35,576,596
and $11,152,000, respectively at December 31, 2023. The derivative asset relates to the FPA at December 31, 2023.
The Company used a Monte Carlo analysis to determine
the fair value of the FPA and NRA. The fair value measurement of the FPA and the NRA liability at December 31, 2023, was calculated using
the following range of weighted average assumptions:
| |
|
December 31, |
|
| |
|
2023 |
|
| Risk-free interest rate (FPA) |
|
|
3.85 |
% |
| Expected life of over-allotment option (FPA) |
|
|
5.4 years |
|
| Expected volatility of underlying stock (FPA) |
|
|
75 |
% |
| Dividends (FPA) |
|
|
0 |
% |
| Probability of merger closing (FPA and NRA) |
|
|
80 |
% |
The 123,500 Representative Shares have a grant
date fair value of $6.29 per share or an aggregate of $776,815. The Company measured the fair value of the Representative Shares on the
grant date of the award utilizing a valuation model which considers certain assumptions. These assumptions include the offering price,
the marketability of the Company and the probability of initial business combination, which were considered Level 3 inputs. Upon the
Initial Public Offering, such amounts were allocated to offering costs within stockholders’ equity (deficit).
|
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
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v3.24.1.u1
Income Taxes
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Income Taxes [Abstract] |
|
| INCOME TAXES |
NOTE 10 — INCOME TAXES
The Company’s deferred tax assets are as
follows at December 31, 2023 and 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Deferred tax asset | |
| | |
| |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 369,290 | | |
| 147,881 | |
| Total deferred tax asset | |
| 369,290 | | |
| 147,881 | |
| Valuation allowance | |
| (369,290 | ) | |
| (147,881 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
The income tax provision (benefit) consists of the following for the
year December 31, 2023 and December 31, 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Federal | |
| | |
| |
| Current | |
$ | 1,579,608 | | |
$ | 339,899 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 1,579,608 | | |
$ | 339,899 | |
In assessing the realization of the deferred tax assets, management
considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing
net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established
a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $221,409 and
$147,481, respectively.
A reconciliation of the statutory tax rate to
the Company’s effective tax rates for the year ended December 31, 2023 and 2022:
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Merger costs | |
| (2.60 | ) | |
| - | |
| Derivatives | |
| (8.46 | ) | |
| - | |
| Other | |
| (0.04 | ) | |
| (0.44 | ) |
| Change in valuation allowance | |
| (1.22 | ) | |
| 15.84 | |
| Income tax provision (benefit) | |
| 8.68 | % | |
| 36.40 | % |
|
| X |
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-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21
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-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
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v3.24.1.u1
Subsequent Events
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Subsequent Events [Abstract] |
|
| SUBSEQUENT EVENTS |
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any
subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.
On February 2, 2024 (the “Closing Date”),
the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as
amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,
which was renamed “Solidion Technology, Inc.” upon Closing. On February 5, 2024, our Common Stock continued trading on the
Nasdaq Global Market under the symbol “STI”. Furthermore, on the same date, the Company's Public Warrants, previously listed
under ticker “NUBIW”, were delisted from the Nasdaq.
Stockholders elected
to redeem an aggregate 1,625,876 or shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023. The
funds of $17,834,235 are due and payable to the redeeming stockholders on the earlier of the closing of the business combination or the
liquidation date. The funds were transferred to the stockholders upon closing of the business combination on February 2, 2024.
On January 29, 2024, the Promissory Notes with
the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial
business combination was convertible into common shares at a conversion price of $1.00 per share.
On February 1, 2024, the Company executed a promissory
note with EF Hutton, totaling $2,200,000, to cover underwriters' fees associated with the closure of the business combination with Honeycomb.
The principal amount of this Note is payable on designated dates, with $183,333 due on April 1, 2024, and subsequent payments of the same
amount scheduled on the first business day of each following month until the final payment on March 1, 2025.
On March 13, 2024, Solidion entered into a private
placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Subscription Agreement”)
with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $3.85 million, before
deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. The Company
intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Private Placement
closed on March 15, 2024.
As part of the Private Placement, the Company issued an aggregate
of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.75 per unit (less $0.0001 per
pre-funded unit). Each Unit consists of (i) one share of Solidion Common Stock (or one pre-funded warrant to purchase one share of Common
Stock), (ii) two Series A warrants each to purchase one share of Common Stock, and (iii) one Series B warrant to purchase such number
of shares of Common Stock as determined on the reset date (as defined in the Subscription Agreement), and in accordance with the terms
therein.
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-Topic 855
-Name Accounting Standards Codification
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v3.24.1.u1
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Summary of Significant Accounting Policies [Abstract] |
|
| Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles of
Consolidation The accompanying consolidated financial statements
have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances
have been eliminated.
|
| Emerging Growth Company |
Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart
Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
|
| Use of Estimates |
Use of Estimates The preparation of financial statements in conformity
with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term
due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
|
| Cash and cash equivalents |
Cash and cash equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2023 and 2022.
|
| Cash and investments held in Trust Account |
Cash
and investments held in Trust Account The
funds held in Trust are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund
selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. All of the
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in Income earned on Investments held in Trust Account in the accompanying statements of operations. The
estimated fair value of investments held in Trust Account are determined using available market information. On December 11, 2023
the funds in the Trust Account were moved into a non-interest bearing, segregated account, as determined by the Company, until the earlier
of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. In fourth quarter of
2023, the Company withdrew approximately $187,000 of interest earned in the Trust Account for fiscal year 2023 estimated tax obligations.
The taxes were not paid directly at that time as the tax liabilities are due to be paid subsequently in 2024. In hindsight, the amounts
withheld from the trust should have been promptly remitted, or held as restricted cash. The Company remitted approximately $82,000 of
the tax obligation in the first quarter 2024 to the relevant tax authorities, and intends to remit remaining payments as soon as practically
possible, in conjunction with applicable tax authority deadlines.
|
| Offering Costs associated with an Initial Public Offering |
Offering Costs associated with an Initial
Public Offering The Company complies with the requirements of
the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the
Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public
Offering, offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants
by the relative fair value method. Total offering costs at the close of the Initial Public Offering were $6,951,081. Other costs of $597,334
consisted principally of costs, such as professional, legal and other fees, incurred in connection with preparation for the Initial Public
Offering. These offering costs, together with the underwriter fees of $5,557,500 (of which 4,322,500 is deferred until successful initial
Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public
Offering. In addition, the Company recorded the fair value of $776,815 for representative shares issued upon close of the Public Offering
as well as the fair value of the remaining over-allotment option of $19,432 as offering costs.
|
| Class A ordinary shares subject to possible redemption |
Class A ordinary shares subject to possible
redemption The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”.
Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other
times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption
rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future
events. Accordingly, at December 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in
the amount of approximately $24.3 million and $127.2 million, respectively, are presented as temporary equity, outside of the stockholders’
equity section of the Company’s balance sheets. The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the
end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit of approximately $4.8 million and $12.9 million for the year ended
December 31, 2023 and December 31, 2022, respectively. The valuation of common stock subject to redemption includes the Company’s
estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000
since it is only taken into account in the event of the Company’s liquidation. At December 31, 2023 and December 31, 2022, the
Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:
| Gross proceeds | |
$ | 123,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (3,755,675 | ) |
| Class A common stock issuance costs | |
| (6,716,427 | ) |
| | |
| (10,472,102 | ) |
| | |
| | |
| Plus: | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment at IPO | |
| 12,942,102 | |
| Remeasurement adjustment for the year ended December 31, 2022 | |
| 1,272,983 | |
| Class A common stock subject to possible redemption as of December 31, 2022 | |
| 127,242,983 | |
| Transfer to funds payable to redeemed Class A stockholders | |
| (17,834,235 | ) |
| Redemptions | |
| (89,038,494 | ) |
| Remeasurement adjustment for the year ended December 31, 2023 | |
| 3,972,489 | |
| Class A common stock subject to possible redemption as of December 31, 2023 | |
$ | 24,342,743 | |
|
| Funds payable to redeemed Class A stockholders |
Funds payable to redeemed Class A stockholders On December 14, 2023,
the Company held a second special meeting of stockholders (the “Second Special Meeting”). In connection with the Second Special
Meeting, stockholders elected to redeem an aggregate 1,625,876 shares of Common Stock. The funds of $17,834,235 are due and payable to
the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date. As such, the Company recorded
a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject to possible redemption
at December 31, 2023 of $17,834,235 as the funds are considered redeemed, but pending distribution. The funds were transferred to the
stockholders upon closing of the business combination on February 2, 2024. Excise tax, if any,
related to the redemption will be accrued on the date the funds are paid to the stockholders.
|
| Income Taxes |
Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject
to income tax examinations by major taxing authorities since inception. The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months. The IR Act imposes a 1% excise tax on
the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased
is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly
all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption
right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can
be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC
did not find a target with which to merge. In connection with shareholder redemptions in 2023, the Company recorded
an excise tax liability and equity adjustment of $0.9 million.
|
| Net Income (Loss) per Common Stock |
Net Income (Loss) per Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies
the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable shares of Class A
Common Stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share
of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private
Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the
warrants are exercisable to purchase 11,580,000 shares of Class A common stock in the aggregate. As a result, diluted income (loss) per
share of common stock is the same as basic income (loss) per common stock for the periods presented. Stockholders elected
to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023. As such,
these shares are no longer outstanding for purposes of calculating weighted average number of shares of common stock outstanding at December
31, 2023. The following tables reflects the calculation
of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| | |
For the
Year ended | |
| | |
December 31, | |
| | |
2022 | |
| Class A Redeemable Common Stock | |
| |
| Numerator: Income allocable to Class A Redeemable Common Stock | |
$ | 448,713 | |
| Denominator: Diluted weighted average shares outstanding | |
| 9,846,164 | |
| Diluted net income per share, Class A Redeemable Common Stock | |
$ | 0.05 | |
| | |
| | |
| Class A and Class B Non-Redeemable Common Stock | |
| | |
| Numerator: Income allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | 145,192 | |
| Denominator: Diluted weighted average shares outstanding | |
| 3,185,962 | |
| Diluted net income per share, Class A and Class B Non-Redeemable Common Stock | |
$ | 0.05 | |
| | |
Year ended
December 31, | |
| | |
2023 | |
| | |
| |
| Class A Redeemable Common Stock | |
| |
| Numerator: Loss allocable to Class A Redeemable Common Stock | |
$ | (13,931,674 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 7,654,886 | |
Basic and diluted net loss per share, Class A Redeemable Common Stock | |
$ | (1.82 | ) |
| | |
| | |
| Class A and Class B Non-redeemable Common Stock | |
| | |
| Numerator: Loss allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | (5,843,928 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 3,211,000 | |
Basic and diluted net loss per share, Class A and Class B Non-Redeemable Common Stock | |
$ | (1.82 | ) |
|
| Concentration of Credit Risk |
Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
|
| Fair Value of Financial Instruments |
Fair Value of Financial Instruments Fair value is defined as the price that would
be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement
date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). See Note 8.
|
| Convertible Notes |
Convertible Notes The Company accounts for convertible notes as
either equity-classified or liability-classified instruments based on an assessment of the convertible notes’ specific terms and
applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment
considers whether the conversion feature is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the convertible notes meet all of the requirements for equity classification under ASC 815, including
whether the conversion feature are indexed to the Company’s own common shares. The Company has concluded that the convertible notes
qualify for equity treatment.
|
| Warrants |
Warrants The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside
of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for
outstanding warrants as equity-classified instruments.
|
| Forward Purchase Agreement and Non Redemption Agreement |
Forward Purchase Agreement and Non-Redemption
Agreement The Company accounts for forward purchase agreement
and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA and NRA
specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).
The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815, including
whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially require
“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.
This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while the FPA and
NRA are outstanding. For issued or modified FPA and NRAs that meet
all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA
and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The
Company accounts for outstanding FPA and NRA as liability-classified instruments.
|
| Recent Accounting Standards |
Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax
information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09
is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Company’s management does
not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.
|
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v3.24.1.u1
Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Summary of Significant Accounting Policies [Abstract] |
|
| Schedule of Class A Common Stock Subject to Possible Redemption Reflected in the Balance Sheet |
At December 31, 2023 and December 31, 2022, the
Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:
| Gross proceeds | |
$ | 123,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (3,755,675 | ) |
| Class A common stock issuance costs | |
| (6,716,427 | ) |
| | |
| (10,472,102 | ) |
| | |
| | |
| Plus: | |
| | |
| Class A Common Stock Redeemable Remeasurement Adjustment at IPO | |
| 12,942,102 | |
| Remeasurement adjustment for the year ended December 31, 2022 | |
| 1,272,983 | |
| Class A common stock subject to possible redemption as of December 31, 2022 | |
| 127,242,983 | |
| Transfer to funds payable to redeemed Class A stockholders | |
| (17,834,235 | ) |
| Redemptions | |
| (89,038,494 | ) |
| Remeasurement adjustment for the year ended December 31, 2023 | |
| 3,972,489 | |
| Class A common stock subject to possible redemption as of December 31, 2023 | |
$ | 24,342,743 | |
|
| Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock |
The following tables reflects the calculation
of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| | |
For the
Year ended | |
| | |
December 31, | |
| | |
2022 | |
| Class A Redeemable Common Stock | |
| |
| Numerator: Income allocable to Class A Redeemable Common Stock | |
$ | 448,713 | |
| Denominator: Diluted weighted average shares outstanding | |
| 9,846,164 | |
| Diluted net income per share, Class A Redeemable Common Stock | |
$ | 0.05 | |
| | |
| | |
| Class A and Class B Non-Redeemable Common Stock | |
| | |
| Numerator: Income allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | 145,192 | |
| Denominator: Diluted weighted average shares outstanding | |
| 3,185,962 | |
| Diluted net income per share, Class A and Class B Non-Redeemable Common Stock | |
$ | 0.05 | |
| | |
Year ended
December 31, | |
| | |
2023 | |
| | |
| |
| Class A Redeemable Common Stock | |
| |
| Numerator: Loss allocable to Class A Redeemable Common Stock | |
$ | (13,931,674 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 7,654,886 | |
Basic and diluted net loss per share, Class A Redeemable Common Stock | |
$ | (1.82 | ) |
| | |
| | |
| Class A and Class B Non-redeemable Common Stock | |
| | |
| Numerator: Loss allocable to Class A and Class B Non-Redeemable Common Stock | |
$ | (5,843,928 | ) |
Denominator: Basic and diluted weighted average shares outstanding | |
| 3,211,000 | |
Basic and diluted net loss per share, Class A and Class B Non-Redeemable Common Stock | |
$ | (1.82 | ) |
|
| X |
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-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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- DefinitionTabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 1
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v3.24.1.u1
Fair Value Measurements (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Fair Value Measurements [Abstract] |
|
| Schedule of Company’s Assets and Liabilities |
The following table presents information about
the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and December 31, 2022, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
|
|
|
|
December 31, |
|
|
December 31, |
|
| Description: |
|
Level |
|
|
2023 |
|
|
2022 |
|
| Assets: |
|
|
|
|
|
|
|
|
|
| Cash and investments held in Trust
Account |
|
|
1 |
|
|
$ |
42,994,274 |
|
|
$ |
127,782,882 |
|
Derivative asset |
|
|
3 |
|
|
$ |
28,245,500 |
|
|
$ |
- |
|
| Derivative liabilities |
|
|
3 |
|
|
$ |
46,728,596 |
|
|
$ |
- |
|
|
| Schedule of Fair Value Measurement of FPA and NRA Liability |
The fair value measurement of the FPA and the NRA liability at December 31, 2023, was calculated using
the following range of weighted average assumptions:
| |
|
December 31, |
|
| |
|
2023 |
|
| Risk-free interest rate (FPA) |
|
|
3.85 |
% |
| Expected life of over-allotment option (FPA) |
|
|
5.4 years |
|
| Expected volatility of underlying stock (FPA) |
|
|
75 |
% |
| Dividends (FPA) |
|
|
0 |
% |
| Probability of merger closing (FPA and NRA) |
|
|
80 |
% |
|
| X |
- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)
-SubTopic 10
-Topic 820
-Publisher FASB
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-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
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-Paragraph 2
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-Section 50
-Paragraph 2
-Subparagraph (b)
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v3.24.1.u1
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Income Taxes [Abstract] |
|
| Schedule of Deferred Tax Assets |
The Company’s deferred tax assets are as
follows at December 31, 2023 and 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Deferred tax asset | |
| | |
| |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 369,290 | | |
| 147,881 | |
| Total deferred tax asset | |
| 369,290 | | |
| 147,881 | |
| Valuation allowance | |
| (369,290 | ) | |
| (147,881 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
|
| Schedule of Income Tax Provision (Benefit) |
The income tax provision (benefit) consists of the following for the
year December 31, 2023 and December 31, 2022:
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Federal | |
| | |
| |
| Current | |
$ | 1,579,608 | | |
$ | 339,899 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 1,579,608 | | |
$ | 339,899 | |
|
| Schedule of Reconciliation of the Statutory Tax Rate |
A reconciliation of the statutory tax rate to
the Company’s effective tax rates for the year ended December 31, 2023 and 2022:
| | |
Year Ended
December 31,
2023 | | |
Year Ended
December 31,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Merger costs | |
| (2.60 | ) | |
| - | |
| Derivatives | |
| (8.46 | ) | |
| - | |
| Other | |
| (0.04 | ) | |
| (0.44 | ) |
| Change in valuation allowance | |
| (1.22 | ) | |
| 15.84 | |
| Income tax provision (benefit) | |
| 8.68 | % | |
| 36.40 | % |
|
| X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 740
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-Name Accounting Standards Codification
-Paragraph 9
-Section 50
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-Paragraph 2
-Section 50
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v3.24.1.u1
Description of Organization, Business Operations and Going Concern (Details) - USD ($)
|
|
|
12 Months Ended |
|
Dec. 14, 2023 |
Mar. 15, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Mar. 13, 2023 |
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate consideration shares (in Shares) |
|
|
123,500
|
|
|
| Merger agreement, description |
|
|
(i)5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the “Closing Date”) until the second anniversary of the Closing Date, the VWAP of the shares of Solidion’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);
(ii)7,500,000
Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the date that is forty-two (42) months following the Closing Date, the VWAP of the
shares of Solidion’s Class A common stock is greater than or equal to $15.00 per share
(subject to any adjustment pursuant to the Merger Agreement); and
(iii)10,000,000
Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period
from and after the date that is one hundred eighty (180) days following the Closing Date
until the fourth anniversary of the Closing Date, the VWAP of the shares of Solidion’s
Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment
pursuant to the Merger Agreement).
|
|
|
| Generating gross proceeds |
|
|
|
$ 123,500,000
|
|
| Percentage of fair market value |
|
|
80.00%
|
|
|
| Contributed amount |
|
|
|
|
$ 1,235,000
|
| Price of public share (in Dollars per share) |
|
|
|
|
$ 0.1
|
| Additional contributed amount |
|
|
$ 125,000
|
|
|
| Special meeting extension |
|
|
$ 750,000
|
|
|
| Aggregate of common stock (in Shares) |
|
|
8,430,383
|
|
|
| Cash withdrawal from trust account |
|
|
$ 89,038,494
|
|
|
| Equity adjustment |
|
|
900,000
|
|
|
| Redeem an aggregate (in Shares) |
1,625,876
|
|
|
|
|
| Redeeming stockholders |
$ 17,834,235
|
|
17,834,235
|
|
|
| Net loss |
5,300,000
|
|
|
|
|
| Net cash used in operating activities |
|
|
4,100,000
|
|
|
| Cash and cash equivalents |
|
|
1,000
|
|
|
| Percentage of excise tax |
|
|
|
1.00%
|
|
| Excise tax |
|
|
$ 900,000
|
|
|
| Initial Public Offering [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate consideration shares (in Shares) |
|
11,000,000
|
12,350,000
|
|
|
| Generating gross proceeds |
|
$ 110,000,000
|
|
|
|
| Sale of per unit (in Dollars per share) |
|
|
$ 10.2
|
|
|
| Over-Allotment Option [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate consideration shares (in Shares) |
|
1,350,000
|
1,650,000
|
|
|
| Generating gross proceeds |
|
$ 13,500,000
|
|
|
|
| Offering price (in Dollars per share) |
|
$ 10
|
|
|
|
| Price per unit (in Dollars per share) |
|
|
$ 10
|
|
|
| Public Shares [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Public share redemption percentage |
|
|
100.00%
|
|
|
| Class A common stock subject to possible redemption [Member |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Generating gross proceeds |
|
|
|
$ 123,500,000
|
|
| Generating gross proceeds |
|
|
|
$ 3,755,675
|
|
| Redeeming stockholders |
$ 17,834,235
|
|
$ 17,834,235
|
|
|
| Closing Merger Consideration Shares [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate consideration shares (in Shares) |
|
|
70,000,000
|
|
|
| Additional shares (in Shares) |
|
|
22,500,000
|
|
|
| Private Placement Warrants [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate warrant shares (in Shares) |
|
|
5,000,000
|
|
|
| Price per warrant shares (in Dollars per share) |
|
|
$ 1
|
|
|
| Generating gross proceeds |
|
|
$ 5,000,000
|
|
|
| Sale of private placement warrant (in Shares) |
|
|
5,405,000
|
|
|
| Private Placement Warrants [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Aggregate warrant shares (in Shares) |
|
405,000
|
|
|
|
| Price per warrant shares (in Dollars per share) |
|
$ 1
|
|
|
|
| Generating gross proceeds |
|
$ 405,000
|
|
|
|
| Offering price (in Dollars per share) |
|
|
$ 1
|
|
|
| Business Combination [Member] |
|
|
|
|
|
| Description of Organization, Business Operations and Going Concern (Details) [Line Items] |
|
|
|
|
|
| Ownership interest to be acquired on post-transaction company |
|
|
50.00%
|
|
|
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
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-Topic 220
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-Topic 230
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.24.1.u1
Summary of Significant Accounting Policies (Details) - USD ($)
|
|
|
12 Months Ended |
|
|
Feb. 01, 2024 |
Dec. 14, 2023 |
Dec. 31, 2023 |
Mar. 31, 2024 |
Dec. 31, 2022 |
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Interest earned |
|
|
$ 187,000
|
|
|
| Deferred shares (in Shares) |
|
|
4,322,500
|
|
|
| Fair value of share issued |
|
|
$ 776,815
|
|
|
| Redemption amount |
|
|
24,300,000
|
|
$ 127,200,000
|
| Additional paid-in capital |
|
|
|
|
|
| Accumulated deficit |
|
|
(28,533,570)
|
|
(3,895,094)
|
| Interest to pay distribution expenses |
|
|
100,000
|
|
|
| Redeem an aggregate (in Shares) |
|
1,625,876
|
|
|
|
| Redeeming stockholders |
|
$ 17,834,235
|
17,834,235
|
|
|
| Excise tax percentage |
|
|
|
|
1.00%
|
| Tax liability |
|
|
900,000
|
|
|
| Shares of common stock (in Shares) |
|
1,625,876
|
|
|
|
| Federal depository insurance coverage |
|
|
250,000
|
|
|
| IPO [Member] |
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Offering costs |
|
|
6,951,081
|
|
|
| Other costs |
|
|
597,334
|
|
|
| Underwriter fees |
|
|
5,557,500
|
|
|
| Over-Allotment Option [Member] |
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Offering cost |
|
|
19,432
|
|
|
| Class A Redeemable Common Stock [Member] |
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Additional paid-in capital |
|
|
4,800,000
|
|
|
| Accumulated deficit |
|
|
|
|
$ 12,900,000
|
| Class A Common Stock [Member] |
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Redeeming stockholders |
|
$ 17,834,235
|
$ 17,834,235
|
|
|
| Aggregate purchase of common stock (in Shares) |
|
|
|
|
11,580,000
|
| Subsequent Event [Member] |
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
| Tax obligation value |
|
|
|
$ 82,000
|
|
| Underwriter fees |
$ 2,200,000
|
|
|
|
|
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-Topic 852
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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-Publisher FASB
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
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-Topic 250
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-Topic 340
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-Publisher FASB
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 946
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-Section 45
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
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v3.24.1.u1
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Possible Redemption Reflected in the Balance Sheet - Class A Common Stock [Member] - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Schedule of the Class A Common Stock Reflected in the Condensed Balance Sheets is Reconciled [Abstract] |
|
|
| Gross proceeds |
|
$ 123,500,000
|
| Proceeds allocated to Public Warrants |
|
(3,755,675)
|
| Class A common stock issuance costs |
|
(6,716,427)
|
| Total |
|
(10,472,102)
|
| Class A Common Stock Redeemable Remeasurement Adjustment at IPO |
|
12,942,102
|
| Remeasurement adjustment for the year ended December 31, 2022 |
|
1,272,983
|
| Class A common stock subject to possible redemption as of December 31, 2022 |
|
$ 127,242,983
|
| Class A common stock subject to possible redemption, beginning |
$ 24,342,743
|
|
| Transfer to funds payable to redeemed Class A stockholders |
(17,834,235)
|
|
| Redemptions |
(89,038,494)
|
|
| Remeasurement adjustment for the year ended December 31, 2023 |
$ 3,972,489
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.1.u1
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Class A Redeemable Common Stock [Member] |
|
|
| Schedule of Basic and Diluted Net Income Per Share of Common Stock [Abstract] |
|
|
| Numerator: Income (loss) allocable |
$ (13,931,674)
|
$ 448,713
|
| Basic and diluted weighted average shares outstanding |
7,654,886
|
9,846,164
|
| Basic net income (loss) per share |
$ (1.82)
|
$ 0.05
|
| Diluted weighted average shares outstanding |
7,654,886
|
9,846,164
|
| Diluted net income per share |
|
$ 0.05
|
| Class A and Class B Non-Redeemable Common Stock [Member] |
|
|
| Schedule of Basic and Diluted Net Income Per Share of Common Stock [Abstract] |
|
|
| Numerator: Income (loss) allocable |
$ (5,843,928)
|
$ 145,192
|
| Basic and diluted weighted average shares outstanding |
3,211,000
|
3,117,537
|
| Basic net income (loss) per share |
$ (1.82)
|
$ 0.05
|
| Diluted weighted average shares outstanding |
3,211,000
|
3,185,962
|
| Diluted net income per share |
|
$ 0.05
|
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-Section 50
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-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
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-Section 45
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
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-Section 45
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-Topic 810
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-Section S99
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-Section 45
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.1.u1
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) - $ / shares
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Class A Redeemable Common Stock [Member] |
|
|
| Schedule of Basic and Diluted Net Income Per Share of Common Stock [Abstract] |
|
|
| Diluted weighted average shares outstanding |
7,654,886
|
9,846,164
|
| Diluted net income (loss) per share |
$ (1.82)
|
$ 0.05
|
| Class A and Class B Non-Redeemable Common Stock [Member] |
|
|
| Schedule of Basic and Diluted Net Income Per Share of Common Stock [Abstract] |
|
|
| Diluted weighted average shares outstanding |
3,211,000
|
3,185,962
|
| Diluted net income (loss) per share |
$ (1.82)
|
$ 0.05
|
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v3.24.1.u1
Initial Public Offering (Details) - USD ($)
|
|
12 Months Ended |
Mar. 15, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Initial Public Offering [Line Items] |
|
|
|
| Additional units |
|
123,500
|
|
| Generating gross proceeds (in Dollars) |
|
|
$ 123,500,000
|
| IPO [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Additional units |
11,000,000
|
12,350,000
|
|
| Generating gross proceeds (in Dollars) |
$ 110,000,000
|
|
|
| Over-Allotment Option [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Price per units (in Dollars per share) |
$ 10
|
|
|
| Additional units |
1,350,000
|
1,650,000
|
|
| Generating gross proceeds (in Dollars) |
$ 13,500,000
|
|
|
| Public warrants [Member] | IPO [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Number of shares issued |
|
11,000,000
|
|
| Warrant [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Number of shares issuable per warrant |
|
1
|
|
| Price per share (in Dollars per share) |
|
$ 11.5
|
|
| Warrant [Member] | IPO [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Price per units (in Dollars per share) |
|
$ 10
|
|
| Warrant [Member] | Class A Common Stock [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Number of shares issuable per warrant |
|
1
|
|
| Warrant [Member] | Class A Common Stock [Member] | IPO [Member] |
|
|
|
| Initial Public Offering [Line Items] |
|
|
|
| Price per share (in Dollars per share) |
|
$ 11.5
|
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xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_OverAllotmentOptionMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=sti_PublicWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.1.u1
| X |
- DefinitionPrice per share or per unit of warrants or rights outstanding.
| Name: |
sti_ClassOfWarrantOrRightPriceOfWarrantsOrRights |
| Namespace Prefix: |
sti_ |
| Data Type: |
dtr:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
sti_PrivatePlacementsDetailsLineItems |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfWarrants |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=sti_PrivatePlacementWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_OverAllotmentOptionMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.1.u1
Related Parties (Details) - USD ($)
|
|
|
|
|
|
9 Months Ended |
12 Months Ended |
|
|
|
|
|
|
Dec. 13, 2023 |
Aug. 15, 2023 |
Jul. 14, 2023 |
Mar. 10, 2022 |
Aug. 17, 2021 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Jan. 29, 2024 |
Jun. 15, 2023 |
May 17, 2023 |
May 20, 2022 |
Mar. 15, 2022 |
Jul. 27, 2021 |
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate to founder shares (in Shares) |
|
|
|
3,162,500
|
|
|
|
|
|
|
|
|
|
|
| Shares subject to forfeiture (in Shares) |
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
| Outstanding amount |
|
|
|
|
|
|
$ 1,297,500
|
$ 125,341
|
|
|
|
|
|
|
| Working capital amount |
|
|
|
|
|
$ 905,000
|
905,000
|
|
|
|
|
|
|
|
| Convertible notes from related parties outstanding |
|
|
|
|
|
|
905,000
|
0
|
|
|
|
|
|
|
| Advances from Target |
|
|
|
|
|
|
|
|
|
$ 62,500
|
|
|
|
|
| Additional advanced |
|
$ 62,500
|
$ 62,500
|
|
|
|
|
|
|
|
|
|
|
|
| Advance outstanding amount |
|
|
|
|
|
|
187,500
|
|
|
|
|
|
|
|
| Related parties expenses paid |
|
|
|
|
|
|
332,500
|
2,841
|
|
|
|
|
|
|
| Cash payment |
$ 7,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expenses per month |
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
| Expenses related |
|
|
|
|
|
|
125,000
|
95,000
|
|
|
|
|
|
|
| General and administrative services outstanding |
|
|
|
|
|
|
79,481
|
0
|
|
|
|
|
|
|
| Business combination interest |
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
| Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares issued (in Shares) |
|
|
|
|
|
|
5,405,000
|
|
|
|
|
|
|
|
| Warrant per share (in Dollars per share) |
|
|
|
|
|
|
$ 1
|
|
|
|
|
|
|
|
| Unsecured Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
$ 300,000
|
| Conversion price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 1
|
$ 1
|
|
|
| Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exceed per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10
|
|
| Over-Allotment Option [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exceed per share (in Dollars per share) |
|
|
|
|
|
|
$ 1
|
|
|
|
|
|
|
|
| Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion price (in Dollars per share) |
|
|
|
|
|
|
|
|
$ 1
|
|
|
|
|
|
| Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage of shares holding after IPO |
|
|
|
|
|
|
20.00%
|
|
|
|
|
|
|
|
| Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Due to related party |
|
|
|
|
|
|
$ 0
|
$ 0
|
|
|
|
|
|
|
| Founder Shares [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares subject to forfeiture (in Shares) |
|
|
|
|
|
|
412,500
|
|
|
|
|
|
|
|
| Founder Shares [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exceed per share (in Dollars per share) |
|
|
|
|
|
|
$ 12
|
|
|
|
|
|
|
|
| Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares issued (in Shares) |
|
|
|
|
2,875,000
|
|
|
|
|
|
|
|
|
|
| Aggregate purchase price |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
| Merger Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Parties [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred underwriting commission |
|
|
|
|
|
|
$ 4,322,500
|
|
|
|
|
|
|
|
| X |
- DefinitionAdvances from Target amount.
| Name: |
sti_AdvancesFromTarget |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAdvances from Target amount classified as other.
| Name: |
sti_AdvancesFromTargetCurrent |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
sti_AggregateToFounderShares |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDeferred underwriting commission.
| Name: |
sti_DferredUnderwritingCommission |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of shares owned by the founders subject to forfeiture if the underwriter overallotment option is not exercised in the proposed public offering.
| Name: |
sti_NumberOfSharesSubjectToForfeiture |
| Namespace Prefix: |
sti_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage of holding of shares after initial pubic offering.
| Name: |
sti_PercentageOfHoldingOfSharesAfterInitialPublicOffering |
| Namespace Prefix: |
sti_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of expense for administrative fee from service provided, including, but not limited to, salary, rent, or overhead cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-3
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
| Name: |
us-gaap_AdministrativeFeesExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-5
| Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
| Name: |
us-gaap_DebtInstrumentFaceAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(24))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.24.1.u1
Commitments and Contingencies (Details) - USD ($)
|
|
12 Months Ended |
Mar. 15, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Commitments and Contingencies [Line Items] |
|
|
|
| Additional units (in Shares) |
|
123,500
|
|
| Underwriting cash discount per unit (in Dollars per share) |
|
$ 0.1
|
|
| Additional deferred fee |
|
$ 4,322,500
|
|
| Cash payment to sponsor |
|
7,250,000
|
|
| Gross proceeds |
|
|
$ 123,500,000
|
| Change in fair value |
|
|
$ (19,432)
|
| Stock issuance cost |
|
$ 776,815
|
|
| Over-Allotment Option [Member] |
|
|
|
| Commitments and Contingencies [Line Items] |
|
|
|
| Additional units (in Shares) |
1,350,000
|
1,650,000
|
|
| Underwriting discount paid upon closing of initial public offering |
|
$ 1,235,000
|
|
| Deferred fee |
|
$ 0.35
|
|
| Price per share (in Dollars per share) |
$ 10
|
|
|
| Gross proceeds |
$ 13,500,000
|
|
|
| Change in fair value |
$ 19,432
|
|
|
| Class A Common Stock [Member] |
|
|
|
| Commitments and Contingencies [Line Items] |
|
|
|
| Receive shares (in Shares) |
|
123,500
|
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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v3.24.1.u1
Stockholders’ Equity (Deficit) (Details) - $ / shares
|
12 Months Ended |
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
| Preferred stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Preferred stock, shares issued |
|
|
| Preferred stock, shares outstanding |
|
|
| Converted basis, percentage |
20.00%
|
|
| Share price (in Dollars per share) |
$ 18
|
|
| Over-Allotment Option [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Shares subject to forfeiture |
75,000
|
|
| Class A Common Stock [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Common stock authorized |
100,000,000
|
100,000,000
|
| Common stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, voting rights |
one
|
|
| Common stock, shares issued |
123,500
|
123,500
|
| Common stock, shares outstanding |
123,500
|
123,500
|
| Common stock subject to possible redemption |
2,293,741
|
12,350,000
|
| Common stock, shares issued |
123,500
|
123,500
|
| Common stock, shares outstanding |
123,500
|
123,500
|
| Redemption of warrant common stock equal or exceed price per share (in Dollars per share) |
$ 18
|
|
| Class B Common Stock [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Common stock authorized |
10,000,000
|
10,000,000
|
| Common stock, par value (in Dollars per share) |
$ 0.0001
|
$ 0.0001
|
| Common stock, voting rights |
one
|
|
| Common stock, shares issued |
3,087,500
|
3,087,500
|
| Common stock, shares outstanding |
3,087,500
|
3,087,500
|
| Class B Common Stock [Member] | Over-Allotment Option [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Common stock, shares issued |
3,087,500
|
3,087,500
|
| Common stock, shares outstanding |
3,087,500
|
3,087,500
|
| Shares subject to forfeiture |
412,500
|
|
| Warrant [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Warrants outstanding |
11,580,000
|
|
| Public warrants, term |
5 years
|
|
| Private Warrants [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Warrants outstanding |
5,405,000
|
|
| Public warrants [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Warrants outstanding |
6,175,000
|
|
| Redemption of warrant price per share (in Dollars per share) |
$ 0.01
|
|
| Founder Shares [Member] | Class B Common Stock [Member] |
|
|
| Stockholders’ Equity (Deficit) [Line Items] |
|
|
| Founder shares, percentage |
20.00%
|
|
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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v3.24.1.u1
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v3.24.1.u1
Fair Value Measurements (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Fair Value Measurements [Line Items] |
|
|
| Derivative liabilities |
$ 46,728,596
|
|
| Representative Shares (in Shares) |
123,500
|
|
| Grant of fair value per share (in Dollars per share) |
$ 6.29
|
|
| Aggregate value |
$ 776,815
|
$ 776,815
|
| Forward Purchase Agreement [Member] |
|
|
| Fair Value Measurements [Line Items] |
|
|
| Derivative liabilities |
35,576,596
|
|
| Non-Redemption Agreement [Member] |
|
|
| Fair Value Measurements [Line Items] |
|
|
| Derivative liabilities |
$ 11,152,000
|
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-Subparagraph (SX 210.3-04)
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v3.24.1.u1
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
| Schedule of Company’s Assets and Liabilities [Abstract] |
|
|
| Cash and investments held in Trust Account |
$ 42,994,274
|
$ 127,782,882
|
| Derivative asset |
28,245,500
|
|
| Derivative liabilities |
$ 46,728,596
|
|
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v3.24.1.u1
Subsequent Events (Details) - USD ($)
|
|
|
|
12 Months Ended |
|
|
Mar. 13, 2024 |
Feb. 01, 2024 |
Dec. 14, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Apr. 01, 2024 |
Jan. 29, 2024 |
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Stockholders elected to redeem common stock |
|
|
1,625,876
|
|
|
|
|
| Funds due and payable (in Dollars) |
|
|
$ 17,834,235
|
$ 17,834,235
|
|
|
|
| Aggregate gross proceeds (in Dollars) |
|
|
|
|
$ 5,405,000
|
|
|
| Additional units |
|
|
|
123,500
|
|
|
|
| Subsequent Event [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Conversion price per share (in Dollars per share) |
|
|
|
|
|
|
$ 1
|
| Underwriters' fees (in Dollars) |
|
$ 2,200,000
|
|
|
|
|
|
| Principal amount (in Dollars) |
|
|
|
|
|
$ 183,333
|
|
| Aggregate gross proceeds (in Dollars) |
$ 3,850,000
|
|
|
|
|
|
|
| Price per unit (in Dollars per share) |
$ 0.0001
|
|
|
|
|
|
|
| Number of shares |
1
|
|
|
|
|
|
|
| Subsequent Event [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Additional units |
5,133,332
|
|
|
|
|
|
|
| Purchase price per unit (in Dollars per share) |
$ 0.75
|
|
|
|
|
|
|
| Subsequent Event [Member] | Solidion Common Stock [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Number of shares |
1
|
|
|
|
|
|
|
| Subsequent Event [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Number of shares |
1
|
|
|
|
|
|
|
| Series A Warrant [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Number of shares |
2
|
|
|
|
|
|
|
| Series A Warrant [Member] | Subsequent Event [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Number of shares |
1
|
|
|
|
|
|
|
| Series B Warrant [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
|
| Number of shares |
1
|
|
|
|
|
|
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-Topic 946
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