Solidion Technology Inc. Files 8-K for Material Agreement

TL;DR

Solidion Tech (STI) filed an 8-K on March 13th for a material agreement and equity sales.

AI Summary

Solidion Technology Inc. announced on March 13, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. This filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and potential equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financial distress, warranting closer examination.

Key Players & Entities

• Solidion Technology Inc. (company) — Registrant
• March 13, 2024 (date) — Date of earliest event reported
• March 15, 2024 (date) — Date of Report
• 001-41323 (company) — SEC File Number
• 87-1993879 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share STI The Nasdaq Stock Mark
• $3.85 m — gregate gross proceeds of approximately $3.85 million, before deducting fees to the pla
• $0.75 — , the " Units ") at a purchase price of $0.75 per unit (less $0.0001 per pre-funded u
• $0.15 — Warrant), subject to a pricing floor of $0.15 per share of Common Stock, such that th

Filing Documents

• ea0201705-8k_solidion.htm (8-K) — 44KB
• ea020170501ex4-1_solidion.htm (EX-4.1) — 141KB
• ea020170501ex4-2_solidion.htm (EX-4.2) — 123KB
• ea020170501ex4-3_solidion.htm (EX-4.3) — 106KB
• ea020170501ex10-1_solidion.htm (EX-10.1) — 231KB
• ea020170501ex10-2_solidion.htm (EX-10.2) — 120KB
• ea020170501ex10-3_solidion.htm (EX-10.3) — 31KB
• ea020170501ex10-4_solidion.htm (EX-10.4) — 27KB
• ea020170501ex99-1_solidion.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-023135.txt ( ) — 1220KB
• sti-20240313.xsd (EX-101.SCH) — 3KB
• sti-20240313_lab.xml (EX-101.LAB) — 33KB
• sti-20240313_pre.xml (EX-101.PRE) — 22KB
• ea0201705-8k_solidion_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Subscription Agreement On March 13, 2024, Solidion Technology, Inc. (the " Company ") 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. EF Hutton, LLC, acted as the exclusive placement agent for the Private Placement. 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 common stock, par value $0.0001 per share of the Company (the " Common Stock ") (or one pre-funded warrant to purchase one share of Common Stock (the " Pre-Funded Warrant ")), (ii) two Series A warrants each to purchase one share of Common Stock (the " Series A Warrant ") and (iii) one Series B warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined below), and in accordance with the terms therein (the " Series B Warrant " and together with the Pre-Funded Warrant and the Series A Warrant, the "Warrants"). The Pre-Funded Warrants are exercisable on issuance at an exercise price of $0.0001 per share of Common Stock and will not expire until exercised in full. The Series A Warrants are exercisable upon issuance and have an exercise price of $0.75 per share of Common Stock (subject to certain anti-dilution and share combination event protections) and have a term of 5.5 years from the date of Stockho

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 of this Report under the heading " Subscription Agreement " is incorporated by reference herein. The shares of Common Stock and Warrants to be issued in connection with the Subscription Agreement and the transactions contemplated thereby will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 13, 2024, the Company issued a press release announcing the execution of the Subscription Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 2

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the documents incorporated by reference herein contain contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "forecasts" "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include (i) the lack of a third party valuation in determining to pursue the business combination, (ii) the effect of the announcement or closing of the business combination on the Company's business relationships, operating results and business generally, (iii) risks that the business combination disrupts current plans and operations of the Company and potential difficulties in the Company's employee retention as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against Honeycomb Battery Company or against Nubia Brand International Corp. ("Nubia") related to the transaction, (v) the ability to maintain the listing of the Company's securities on a national securities exchange, (vi) volatility of the price of the Company's securities due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates, variations in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 4.3 Form of Pre-funded Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Lockup Agreement 10.4 Form of Voting Agreement 99.1 Press Release dated March 13, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 15, 2024 SOLIDION TECHNOLOGY, INC. By: /s/ Jaymes Winters Name: Jaymes Winters Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR