Solidion Technology Raises $1M in Stock Sale

TL;DR

Solidion Tech just sold 1M shares at $1 for $1M cash. Big move.

AI Summary

On August 29, 2024, Solidion Technology Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with certain investors. This agreement resulted in the issuance of 1,000,000 shares of common stock at a price of $1.00 per share, totaling $1,000,000 in gross proceeds. The company also reported the creation of a direct financial obligation.

Why It Matters

This capital raise provides Solidion Technology with funds that can be used for operational expansion or strategic initiatives, potentially impacting its future growth and market position.

Risk Assessment

Risk Level: medium — The company is issuing new equity, which can dilute existing shareholders, and the nature of the agreement suggests potential financial needs.

Key Numbers

• $1.0M — Gross Proceeds (Raised from sale of common stock)
• 1.0M shares — Shares Issued (Sold at $1.00 per share)

Key Players & Entities

• Solidion Technology Inc. (company) — Registrant
• August 29, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material definitive agreement
• 1,000,000 shares (stock_volume) — Shares issued
• $1.00 (dollar_amount) — Price per share
• $1,000,000 (dollar_amount) — Gross proceeds

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share STI The Nasdaq Stock Mark
• $500,000 — al Shortfall Request") in increments of $500,000 (such amount in the aggregate not to ex
• $2.00 — onsecutive trading day-period, is below $2.00 per Share. In addition, upon executio
• $65,000 — nted attorney's fees in an amount up to $65,000 related to any legal work performed by
• $2,000,000 — rchase of Company products in excess of $2,000,000 annually or similar agreements with com
• $5M — percent) of sales/purchase value up to $5M of the Company from the Commercial/Stra

Filing Documents

• ea0214593-8k_solidion.htm (8-K) — 46KB
• ea021459301ex10-1_solidion.htm (EX-10.1) — 41KB
• ea021459301ex10-2_solidion.htm (EX-10.2) — 32KB
• 0001213900-24-078844.txt ( ) — 317KB
• sti-20240829.xsd (EX-101.SCH) — 3KB
• sti-20240829_lab.xml (EX-101.LAB) — 33KB
• sti-20240829_pre.xml (EX-101.PRE) — 22KB
• ea0214593-8k_solidion_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Forward Purchase Agreement As previously reported on its Current Report on Form 8-K dated February 8, 2024, Solidion Technology, Inc. (the "Company") entered into that certain OTC Equity Prepaid Forward Transaction, dated as of December 13, 2023 (as amended from time to time, the "Forward Purchase Agreement"), by and among (i) Meteora Capital Partners, LP ("MCP"), (ii) Meteora Select Trading Opportunities Master, LP ("MSTO") and (iii) Meteora Strategic Capital, LLC ("MSC") (with MCP, MSTO and MSC collectively as "Seller"), (iv) Honeycomb Battery Company (the "Target") and (v) the Company (formerly known as Nubia Brand International Corp.). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Forward Purchase Agreement. On August 29, 2024, the Company and the Seller entered into an amendment (the "Amendment") to the Forward Purchase Agreement, pursuant to which, among other things: "Prepayment Shortfall" was amended to additionally provide, with respect to the Additional Shares, amounts to be requested in writing from time to time by the Company (each an "Additional Shortfall Request") in increments of $500,000 (such amount in the aggregate not to exceed (x) the number of Additional Shares multiplied by (y) the Initial Price), and Seller to pay the Prepayment Shortfall on the Additional Shares on the earlier of (a) the date that the Commission declares the Registration Statement effective (the "Registration Statement Effective Date") and (b) the first OET Date. Additional Shortfall Requests may only be made, unless waived in writing by the Seller, in the event that (i) there is no Prepayment Shortfall outstanding, (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number of Shares (excluding unregistered shares) held by Seller less Shortfall Sale Shares be at least ten (10) times greater than th

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 3

01. Unregistered Sales of Equity Securities

Item 9.01. Unregistered Sales of Equity Securities. (d) Exhibits Exhibit Description 10.1 Forward Purchase Agreement Confirmation Amendment, dated as of August 29, 2024, by and among Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, Meteora Strategic Capital, LLC, Honeycomb Battery Company and Solidion Technology, Inc. 10.2 Strategic Cooperation Consulting Agreement, dated September 11, 2024, by and between Arbor Lake Capital Inc. and Solidion Technology, Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4

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: September 16, 2024 SOLIDION TECHNOLOGY, INC. By: /s/ Jaymes Winters Name: Jaymes Winters Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR