NUBIU Nubia Brand International Corporation

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 28, 2024

 

SOLIDION TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41323		87-1993879
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

13344 Noel Road, Suite 1100

Dallas, TX 75240

(Address of principal executive offices, including zip code)

 

(972) 918-5120

Registrant’s telephone number, including area code:

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STI		The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

On May 30, 2024, The Nasdaq Stock Market (the “Nasdaq”) notified Solidion Technology, Inc. (the “Company”) that it no longer met the periodic filing requirement for Nasdaq under Listing Rule 5250(c)(1) (the “Rule”). Based on the June 7, 2024, filing of the Company’s Form 10-Q for the period ended March 31, 2024, the Nasdaq staff has determined that the Company complies with the Rule. Accordingly, this matter is now closed. A copy of the Nasdaq notification received by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On July 1, 2024, the Company issued a press release announcing its inclusion in the Russell 3000 Index, effective as of market open on July 1, 2024. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
99.1		Nasdaq Notification Letter dated June 28, 2024.
99.2		Press Release, dated July 1, 2024.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

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: July 1, 2024
SOLIDION TECHNOLOGY, INC.
By:	/s/ Jaymes Winters
Name:	Jaymes Winters
Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

 

Sent via Electronic Delivery to: aweniger@loeb.com; jaymes@nubiabrand.us

 

June 28, 2024

 

Mr. Jaymes Winters

Chief Executive Officer

Solidion Technology, Inc.

13355 Noel Rd, Suite 1100 Dallas,

TX 75240

 

Re:	Solidion Technology, Inc. (the “Company”)

Nasdaq Symbol: STI

 

Dear Mr. Winters:

 

On May 30, 2024, Staff notified the Company that it no longer met the periodic filing requirement for The Nasdaq Stock Market under Listing Rule 5250(c)(1) (the “Rule”). Based on the June 7, 2024, filing of the Company’s Form 10-Q for the period ended March 31, 2024, Staff has determined that the Company complies with the Rule. Accordingly, this matter is now closed.

 

If you have any questions, please contact me at +1 571 369 3913.

 

Sincerely,

 

/s/ Zachary Austensen
Zachary Austensen
Listing Analyst
Nasdaq Listing Qualifications

 

 

 

 

Exhibit 99.2

 

Solidion Announces Inclusion in Russell 3000^® Index

 

DALLAS, TEXAS, July 1st, 2024 (GLOBE NEWSWIRE) – Solidion Technology, Inc. (“Solidion” or the “Company”) (Nasdaq: STI), an advanced battery technology solutions provider, today announced that the Company has been added to the broad-market Russell 3000^® Index, effective as of market open today as part of the Russell Index’s annual reconstitution.

 

The annual Russell US Indexes reconstitution captures the 4,000 largest US stocks as of April 30, 2024, ranking them by total market capitalization. Membership in the US all-cap Russell 3000^® Index, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000^Ò Index or small-cap Russell 2000^Ò Index as well as the appropriate growth and value style indexes. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings, and style attributes.

 

“The addition to the Russell Index is a noteworthy milestone for Solidion, its employees and shareholders",” said Solidion CEO Jaymes Winters. “Solidion’s accomplishments in the battery space to-date, as well as our ambitions for the future, are large. We look forward to engaging with investors who share our ambitions, and believe our inclusion in the Russell Index, and the awareness it will spur, will give us more opportunity to do so.” 

 

Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. According to the data as of the end of December 2023, about $10.5 trillion in assets are benchmarked against the Russell US indexes, which belong to FTSE Russell, a prominent global index provider.

 

Cautionary Note Regarding Forward-Looking Statements:

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc., (NASDAQ: STI) (the “Company,” "Solidion,” “we,” “our” or “us”) 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 Solidion’s business relationships, operating results and business generally, (iii) risks that the business combination disrupts current plans and operations of Solidion and potential difficulties in Solidion 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 Solidion’s securities on a national securities exchange, (vi) volatility of the price of Solidion’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Solidion operates, variations in operating performance across competitors, changes in laws and regulations affecting Solidion’s business and changes in the combined capital structure, (vi) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (vii) the risk of downturns and a changing regulatory landscape in the highly competitive EV battery industry, and the Risk Factors contained within our filings with the SEC, including Nubia’s definitive proxy statement filed with the SEC on November 8, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

 

About Solidion Technology, Inc.

 

Headquartered in Dallas, Texas with pilot production facilities in Dayton, Ohio, Solidion’s core business includes manufacturing of battery materials and components, as well as development and production of next-generation batteries for energy storage systems and electric vehicles for ground, air, and sea transportation. Recognized as a global IP leader in both the high-capacity anode and the high-energy solid-state battery, Solidion is uniquely positioned to offer two lines of battery products: (i) advanced anode materials (ready for production expansion); and (ii) three classes of solid-state batteries, including Silicon-rich all-solid-state lithium-ion cells (Gen 1), anodeless lithium metal cells (Gen 2), and lithium-sulfur cells (Gen 3), all featuring an advanced polymer- or polymer/inorganic composite-based solid electrolyte that is process-friendly. Solidion’s solid-state batteries can be manufactured at scale using current lithium-ion cell production facilities; this feature enables fastest time-to-market of safe solid-state batteries. Solidion batteries are designed to deliver significantly extended EV range, improved battery safety, lower cost per KWh, fastest time-to-market, and next-gen cathodes (potential to replace expensive nickel and cobalt with sulfur (S) and other more abundant elements).

 

About FTSE Russell

 

FTSE Russell is a leading global provider of benchmarking, analytics, and data solutions for investors, giving them a precise view of the market relevant to their investment process. A comprehensive range of reliable and accurate indexes provides investors worldwide with the tools they require to measure and benchmark markets across asset classes, styles, or strategies.

 

FTSE Russell index expertise and products are used extensively by institutional and retail investors globally. For over 30 years, leading asset owners, asset managers, ETF providers and investment banks have chosen FTSE Russell indexes to benchmark their investment performance and create ETFs, structured products, and index-based derivatives.

 

FTSE Russell is focused on applying the highest industry standards in index design and governance, employing transparent rules-based methodology informed by independent committees of leading market participants. FTSE Russell fully embraces the IOSCO Principles, and its Statement of Compliance has received independent assurance. Index innovation is driven by client needs and customer partnerships, allowing FTSE Russell to continually enhance the breadth, depth and reach of its offering.

 

FTSE Russell is wholly owned by London Stock Exchange Group.

 

For more information, visit https://www.lseg.com/en/ftse-russell.

 

Solidion Technology Inc. Contacts

 

For Investors: ir@solidiontech.com

 

For Media: solidionPR@icrinc.com

 

 

 

v3.24.2

Cover	Jun. 28, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jun. 28, 2024
Entity File Number	001-41323
Entity Registrant Name	SOLIDION TECHNOLOGY, INC.
Entity Central Index Key	0001881551
Entity Tax Identification Number	87-1993879
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13344 Noel Road
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	972
Local Phone Number	918-5120
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	STI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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