Solidion Technology Inc. Files Definitive Proxy Statement

TL;DR

Solidion Tech (formerly Nubia Brand) filed its proxy statement for the June 3rd shareholder meeting. Expect votes on board, exec pay.

AI Summary

Solidion Technology Inc. (formerly Nubia Brand International Corp.) filed a definitive proxy statement (DEF 14A) on May 24, 2024, for the fiscal year ending December 31, 2023. The company, incorporated in Delaware and headquartered in Dallas, TX, is involved in miscellaneous electrical machinery. The filing pertains to the annual meeting of shareholders scheduled for June 3, 2024.

Why It Matters

This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and proposals to be voted on at the upcoming annual meeting, impacting their investment decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing, providing information to shareholders rather than announcing new material events.

Key Numbers

• 2023 — Fiscal Year End (The company's financial reporting period covered by the proxy statement.)

Key Players & Entities

• Solidion Technology Inc. (company) — Registrant
• Nubia Brand International Corp. (company) — Former company name
• 20240524 (date) — Filing date
• 20240603 (date) — Conformed period of report / Annual meeting date
• 13355 NOEL ROAD SUITE 1100 DALLAS TX 75240 (address) — Company business and mailing address

FAQ

Key Financial Figures

• $0.75 — Units ”) at a purchase price of $0.75 per unit (less $0.0001 per pre -funded
• $0.0001 — purchase price of $0.75 per unit (less $0.0001 per pre -funded unit). Each Unit consis
• $3.85 — gregate gross proceeds of approximately $3.85 million, before deducting fees t
• $0.15 — #x201d;), subject to a pricing floor of $0.15 per share of common stock, such that th
• $1.74 — on stock closed at a price per share of $1.74 and the average closing price for the f
• $1.30 — preceding days was approximately $1.30. The Series A Warrants are exerc

Filing Documents

• ea0204398-02.htm (DEF 14A) — 305KB
• 0001213900-24-046353.txt ( ) — 306KB

From the Filing

DEF 14A 1 ea0204398-02.htm PROXY STATEMENT    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material Pursuant to §240.14a -12 SOLIDION TECHNOLOGY, INC. (Name of Registrant as Specified In Its Charter) ____________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11   SOLIDION TECHNOLOGY, INC. 13355 Noel Rd, Suite 1100 Dallas, TX 75240 (972) 918 -5120 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To be held on June 3, 2024 To our Stockholders: You are cordially invited to attend the 2024 Special Meeting of Stockholders (the “ Special Meeting ”) of Solidion Technology, Inc. (the “ Company ,” “ we ,” “ us ” or “ our ”) to be held on June 3, 2024 at 10:00 a.m., Eastern Time. The special meeting will be held virtually, at https://www.cstproxy.com/solidiontech/2024 . Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement, which is dated May 23, 2024 and is first being mailed to shareholders on or about that date. At the Special Meeting, we will ask stockholders to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of shares of our common stock issuable upon the exercise of the warrants issued pursuant to the terms of a Securities Purchase Agreement dated March 13, 2024, between the Company and certain investors (the “ SPA ”), in an amount that may equal or be in excess of 20% of our common stock outstanding before the issuance of such shares (including by the operation of anti -dilution provisions contained in the warrant) (the “ Nasdaq Proposal ”). In addition, we will also as stockholders to authorize the Board of Directors of the Company (the “ Board ”) to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of all of the Company’s issued and outstanding common stock by a ratio in the range of 1 -for-10 to 1 -for-50 (the “ Reverse Stock Split Proposal ”). We will also transact any other business that may properly come before the Special Meeting or at any adjournments or postponements of the Special Meeting. The Nasdaq Proposal and the Reverse Stock Split Proposal are more fully described in the proxy statement accompanying this Notice. Please refer to the proxy statement for further information with respect to the business to be transacted at the Special Meeting. The Board of Directors unanimously recommends that you vote “FOR” the Nasdaq Proposal and the Reverse Stock Split Proposal. We hope you will be able to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement. Thank you for your continued support of Solidion Technology, Inc. We look forward to seeing you at the Special Meeting. By Order of the Board of Directors     / s / Bor Z Jang     Bor Z Jang     Executive Chairman of the Board of Directors       PROXY STATEMENT INFORMATION ABOUT THE SPECIAL MEETING AND PROXY MATERIALS This proxy statement is being furnished to the stockholders of Solidion Technology, Inc., a Delaware corporation (the “ Company ,” “ we ,” “ our ” or “ us ”), as of May 21, 2024 (the “ Record Date ”) in connection with the solicitation of proxies for use at the 2024 Special Meeting of Stockholders of the Company (the “ Special Meeting ”). The special meeting will be held virtually, at https://www.cstproxy.com/solidiontech/2024 .

View Full Filing

View this DEF 14A filing on SEC EDGAR