Global Graphene Group Acquires 100% of Solidion Technology Stock

TL;DR

**Global Graphene Group just bought 100% of Solidion Technology, taking full control.**

AI Summary

Global Graphene Group, Inc. (GGG) has filed an SC 13D, indicating they now beneficially own 100% of Solidion Technology Inc.'s common stock, specifically 10,000,000 shares. This significant acquisition, occurring on February 2, 2024, means GGG has complete control over Solidion Technology. For investors, this matters because GGG's full ownership could lead to major strategic shifts, operational changes, or even a potential delisting of Solidion's shares, fundamentally altering the investment landscape.

Why It Matters

This filing signals a complete change of control for Solidion Technology, as Global Graphene Group now owns all outstanding common stock, which could lead to a full integration or privatization of Solidion.

Risk Assessment

Risk Level: high — The complete acquisition by Global Graphene Group introduces high risk due to potential delisting or significant operational changes for Solidion Technology shareholders.

Analyst Insight

Investors currently holding Solidion Technology Inc. stock should investigate the terms of this acquisition and prepare for potential delisting or a tender offer, as the company is now fully controlled by Global Graphene Group, Inc.

Key Numbers

• 10,000,000 — Shares Acquired (Represents 100% of Solidion Technology Inc.'s common stock now beneficially owned by Global Graphene Group, Inc.)
• 100% — Ownership Stake (The percentage of Solidion Technology Inc.'s common stock now owned by Global Graphene Group, Inc.)

Key Players & Entities

• Global Graphene Group, Inc. (company) — the entity that acquired 100% of Solidion Technology Inc. common stock
• Solidion Technology Inc. (company) — the subject company whose common stock was acquired
• 10,000,000 (dollar_amount) — the number of shares of common stock beneficially owned by Global Graphene Group, representing 100% of the outstanding shares
• February 2, 2024 (date) — the date of the event which required the filing of this statement
• Robert Crouch (person) — contact person for Global Graphene Group, Inc.

Forward-Looking Statements

• Solidion Technology Inc. will likely be delisted from public exchanges. (Solidion Technology Inc.) — high confidence, target: Within 6-12 months
• Global Graphene Group, Inc. will fully integrate Solidion Technology Inc. into its operations. (Solidion Technology Inc.) — high confidence, target: Within 12-18 months

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securiti
• $2,000,000 — ck Shares) equal to the quotient of (a) $2,000,000 plus any additional interest or penalti
• $10 — nst the Reporting Person divided by (b) $10.00, and the maximum number of which, as

Filing Documents

• ea193012-13dglobal_solidion.htm (SC 13D) — 70KB
• 0001213900-24-010680.txt ( ) — 71KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Solidion Technology, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

Identity and Background

Item 2. Identity and Background This Schedule 13D is filed by Global Graphene Group, Inc., a Delaware corporation (the “Reporting Person”). The business address of the Reporting Person is 1240 McCook Ave., Dayton, Ohio 45404. The Reporting Person is a holding company for various interests in graphene related companies. The Reporting Person is engaged in research and development activities related to the production and application of graphene and graphene-enabled technologies, including but not limited to electric conductivity applications, thermal management, corrosion control, rubber composites and others. Information regarding each director and executive officer of the Reporting Person is set forth on Schedule I attached hereto. During the last five years, the Reporting Person has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On February 2, 2024 (the “Closing Date”), the Issuer (formerly known as Nubia Brand International Corp. (“Nubia”)) consummated the previously announced business combination (the “Business Combination”) of Nubia and Honeycomb Battery Company, an Ohio corporation (“HBC”), pursuant to that certain merger agreement dated February 16, 2023 (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, HBC, and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia. In connection with the consummation of the Business Combination, the Reporting Person received 68,055,000 shares of Common Stock in exchange for shares of HBC held by the Reporting Person prior to the Business Combination.

Purpose of Transaction

Item 4. Purpose of Transaction The information furnished in Item 3 is incorporated into this Item 4 by reference. The Reporting Person has acquired, and holds, the shares of Common Stock in connection with the Business Combination. In addition, from time to time, the Reporting Person may determine to dispose of all or a portion of the shares of Common Stock which are beneficially owned by the Reporting Person and over which the Reporting Person has investment power. Dr. Bor Z. Jang is the Chairman of the Board of Directors and Chief Executive Officer of the Reporting Person. Upon the consummation of the Business Combination, Dr. Jang was appointed to serve as Executive Chairman of the Board of Directors and Chief Science Officer of the Issuer. In such capacity, Dr. Jang may have influence over the corporate activities of the Issuer, including actions or events described in clauses (a) through (j) of Item 4 of Schedule 13D. Other than as described above in this Item 4 and Item 6, the Reporting Person does not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D. 3

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) - (b) As of the date hereof, the Reporting Person beneficially owns 68,055,000 shares of Common Stock, which represents approximately 90.4% of the shares of Common Stock issued and outstanding. The percentage ownership calculation is based on 75,304,741 shares of Common Stock outstanding as of February 2, 2024, as reported on a pro forma combined basis in the Definitive Proxy Statement, as adjusted to reflect redemption of an aggregate of 1,625,876 shares of Nubia Class A common stock in connection with Nubia’s special meeting of stockholders on December 14, 2023, and the issuance of no Holdback Shares at the closing of the Business Combination. Such calculation does not reflect the issuance of any shares issuable upon exercise of any warrants (none of which are held by the Reporting Person) or any shares subject to earn-out provisions. (c) Other than the acquisition of the shares as reported herein, each Reporting Person has not affected any transactions in the shares of the Issuer during the past 60 days. (d) To the best knowledge of each Reporting Person, no person other than such Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of any of the shares of Common Stock reported in Item 5(a). (e) Not applicable.

Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer

Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer. The information furnished in Item 3 is incorporated into this Item 6 by reference. Registration Rights Agreement On the Closing Date, the Reporting Person, Mach FM Acquisitions LLC (“Mach FM”) and certain other investors entered into the Registration Rights Agreement with the Issuer (the “Registration Rights Agreement”). At any time and from time to time after the Closing Date, either (i) the Reporting Person or (ii) Mach FM may make a written demand for registration under the Securities Act of 1933, as amended (the “Securities Act”), of all or part of their registrable securities. Each of the Reporting Person and Mach FM is entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing Date, the Issuer proposes to file a registration 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. The Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the registrable securities. The Issuer will bear the expenses incurred in connection with the filing of any registration statements under the Registration Rights Agreement. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein. Company Lock-up Agreement On Februar

Material

Item 7. Material To Be Filed As Exhibits. A. Form of Registration Rights Agreement (incorporated by reference to Annex N of Nubia’s Definitive Proxy Statement on Schedule 14A filed on November 8, 2023) B. Form of Company Lock-up Agreement (incorporated by reference to Annex K of Nubia’s Definitive Proxy Statement on Schedule 14A filed on November 8, 2023) 5 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 6, 2024 Global Graphene Group, Inc. BY: Robert Crouch ITS: Vice President of Legal Affairs By: /s/ Robert Crouch 6 SCHEDULE I Executive Officers and Directors of Global Graphene Group, Inc. The name and principal occupation of each director and executive officer of Global Graphene Group, Inc. are set forth below. The address for each person listed below is c/o Global Graphene Group, Inc., 1240 McCook Ave., Dayton, Ohio 45404. All executive officers and directors listed are United States citizens other than Wei Hsu, Henry Wang and Max Wu, each of whom is a citizen of Taiwan. EXECUTIVE OFFICERS: Name Present Principal Occupation or Employment Dr. Bor Z. Jang Co-Founder, Chairman of the Board of Directors and Chief Executive Officer of Global Graphene Group, Inc. Dr. Aruna Zhamu Co-Founder of Global Graphene Group, Inc. and Technical Adviser of Honeycomb Battery Company Stuart Blair Vice President of Finance Robert Crouch Vice President of Legal Affairs DIRECTORS: Name Present Principal Occupation or Employment Dr. Bor Z. Jang Co-Founder, Chairman of the Board of Directors and Chief Executive Officer of Global Graphene Group, Inc. Dr. Aruna Zhamu Co-Founder of Global Graphene Group, Inc. and Technical Adviser of Honeycomb Battery Company Wei Hsu President of SCH Group Jim Vance Senior Vice President and Co-Chief Investment Officer of Fort Washington Inv

View Full Filing

View this SC 13D filing on SEC EDGAR