Solidion Technology Inc. Files S-1/A Amendment

TL;DR

Solidion Tech (formerly Nubia Brand) filed S-1/A on 6/12. Public offering incoming.

AI Summary

Solidion Technology Inc. filed an S-1/A amendment on June 12, 2024, for its registration statement. The company, formerly known as Nubia Brand International Corp. until September 2, 2021, is incorporated in Delaware and headquartered in Dallas, Texas. This filing relates to its registration number 333-278700 under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates Solidion Technology Inc. is moving forward with its public offering plans, which could lead to increased liquidity and capital for the company.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant capital raises, which inherently carry market and execution risks.

Key Numbers

• 333-278700 — SEC Registration Number (Identifies the specific registration statement being amended.)

Key Players & Entities

• Solidion Technology Inc. (company) — Registrant
• Nubia Brand International Corp. (company) — Former company name
• June 12, 2024 (date) — Filing date
• 333-278700 (registration_number) — SEC registration number
• Jaymes Winters (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $25,000 — res, for an aggregate offering price of $25,000 at an average purchase price of approxi
• $0.009 — average purchase price of approximately $0.009 per share. The number of founder shares
• $1.00 — ,087,500 private warrants at a price of $1.00 per warrant, for an aggregate purchase
• $3,087,500 — ant, for an aggregate purchase price of $3,087,500. The private warrants were issued pursu
• $3.85 m — gregate gross proceeds of approximately $3.85 million, before deducting fees to the pla
• $0.75 — ly, the "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

Filing Documents

• ea0203469-03.htm (S-1/A) — 245KB
• ea020346903ex5-1_solidion.htm (EX-5.1) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-052028.txt ( ) — 364KB
• sti-20240331.xsd (EX-101.SCH) — 3KB
• sti-20240331_def.xml (EX-101.DEF) — 6KB
• sti-20240331_lab.xml (EX-101.LAB) — 8KB
• sti-20240331_pre.xml (EX-101.PRE) — 6KB
• ea0203469-03_htm.xml (XML) — 2KB

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution. The following is an itemized statement of the estimated amounts of all expenses payable by us in connection with the registration of the common stock, other than underwriting discounts and commissions. All amounts shown are estimates. SEC Registration Fee $ 3,228 Accounting Fees and Expenses 44,706 Legal Fees and Expenses 54,552 Legal Fees and Expenses paid on behalf of certain investors or agents — Printing Expenses 20,020 Miscellaneous Expenses — Total $ 122,506

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation. The Company's certificate of incorporation and amended and restated Bylaws limit the liability of its directors to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any: breach of their duty of loyalty to the Company or its stockholders; act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; unlawful payment of dividends or redemption of shares as provided in Section 174 of the Delaware General Corporation Law; or transaction from which the directors derived an improper personal benefit. These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. The Company's amended and restated Bylaws provide that it will indemnify its dire

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities There have been no sales of unregistered securities within the last three years, which would be required to be disclosed pursuant to Item 701 of Regulation S -K , except for the following: On August 17, 2021, Mach FM Acquisitions LLC purchased an aggregate of 2,875,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.009 per share. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of Class A common stock upon completion of this offering (excluding the representative shares and the placement warrants and underlying securities). All such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Mach FM Acquisitions LLC is an accredited investor for purposes of Rule 501 of Regulation D. On March 10, 2022, Mach FM Acquisitions LLC purchased an aggregate of 3,087,500 private warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,087,500. The private warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. On March 13, 2024, we entered into a private placement transaction (the "Private Placement"), pursuant to a Securities Purchase Agreement (the "Subscription Agreement") with the selling securityholders 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

Exhibits

Item 16. Exhibits (a) The exhibits listed in the following Exhibit Index are filed as part of this Registration Statement. 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 Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2024)** 4.5 Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2024)** 4.6 Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2024)** 5.1 Opinion of Loeb & Loeb LLP 10.1 Let

Undertakings

Item 17. Undertakings (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post -effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post -effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post -effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. II-4 (2) that, for the purpose of determining any liability under the Securities Act, each such post -effective amendment shall be deemed to be a new registration statement relating to the securities offered there

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Dallas, State of Texas on June 12, 2024. Solidion Technology, Inc. By: /s/ Jaymes Winters Name: Jaymes Winters Title: Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Jaymes Winters Chief Executive Officer (Principal executive officer) and Director June 12, 2024 Jaymes Winters /s/ Vlad Prantsevich Chief Financial Officer June 12, 2024 Vlad Prantsevich /s/ Dr. Bor Jang Director June 12, 2024 Dr. Bor Jang /s/ John Davis Director June 12, 2024 John Davis /s/ Karin-Joyce (KJ) Tjon Director June 12, 2024 Karin -Joyce (KJ) Tjon /s/ Cynthia Ekberg Tsai Director June 12, 2024 Cynthia Ekberg Tsai /s/ Dr. Yang Shao-Horn Director June 12, 2024 Dr. Yang Shao -Horn /s/ James Vance Director June 12, 2024 James Vance II-7

View Full Filing

View this S-1/A filing on SEC EDGAR