Form 8-K - Current report

 

 

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): August 29, 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.)

 

13355 Noel Road, Suite 1100

Dallas, TX 75240

(Address of principal executive offices, including zip code)

 

[phone]

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)

 

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

 

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

 

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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 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 the Additional Shortfall Request and (iii) at the time that such Prepayment Shortfall would be paid by the Seller, the total value traded in Counterparty’s stock, as reported on the relevant Bloomberg Screen, be at least ten (10) times greater than the Additional Prepayment Shortfall request.

 

·

“Prepayment Shortfall Consideration” was amended to provide that Seller in its sole discretion may sell Additional Shares, as well as Recycled Shares, at any time following the Trade Date and at any sales price, without payment by Seller of any Early Termination Obligation, until such time as the proceeds from such sales equal 120% of the Prepayment Shortfall.

 

·

“Shortfall Sales” was amended to provide that without Seller’s prior written consent, the Company agrees not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, beginning from the date of the Amendment until the earlier of (i) the Valuation Date and (ii) the date the Shortfall Sales equal 120% of the total potential Prepayment Shortfall, including with respect to Additional Shares. The foregoing covenant does not prohibit (i) the issuance of any securities issued or assumed in connection with the Business Combination or (ii) repricing of the Company’s warrants in connection with the closing of the Business Combination.

 

·

“Shortfall Sales” was also amended to provide that unless and until the proceeds from Shortfall Sales equal 120% of the Prepayment Shortfall, in the event that the product of (x) the difference between (i) the number of Shares as specified in the Pricing Date Notice(s), less (ii) any Shortfall Sale Shares as of such measurement time, multiplied by (y) the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall, less (ii) the proceeds from Shortfall Sales as of such measurement time (the “Shortfall Variance”), then the Company as liquidated damages in respect of such Shortfall Variance, at its option must within five (5) Local Business Days either: (A) Pay in cash an amount equal to the Shortfall Variance; or (B) Issue and deliver to Seller the Shortfall Variance Shares.

  

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·

“Share Consideration” was amended to additionally provide that upon the execution of the Amendment, Seller became entitled to designate a certain number of Additional Shares as Share Consideration equal to 2,850,000 Shares.

 

·

“VWAP Trigger Event” was amended to be defined as an event that occurs if the VWAP Price, for any 10 trading days during a 30 consecutive trading day-period, is below $2.00 per Share.

 

In addition, upon execution of the Amendment, Seller agreed to temporarily forbear from exercising any rights under the Forward Purchase Agreement upon any Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure that has occurred or may occur (the “Valuation Date Events”) during the period (the “Standstill Period”) beginning on the Pricing Date and ending on December 31, 2024. Immediately upon expiration of the Standstill Period, if any Valuation Date Events have occurred, Seller has all of its rights with respect to such Valuation Date Events to the same extent, and with the same force and effect, as if the forbearance had not occurred.

 

In addition to all registration rights provided under the Forward Purchase Agreement, upon the execution of the Amendment, the Company within twenty (20) business days, agreed to file a registration statement registering the resale of the Additional Shares and Share Consideration (collectively, the “Meteora Shares”). The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty calendar days after the date of the Amendment. Furthermore, the Company agreed no other shares may be registered before the Meteora Shares, though other shares may be registered concurrently with the Meteora Shares on the same resale registration statement.

 

In addition, the Amendment provides that Seller, from the date of the Amendment until thirty (30) days following the effectiveness of the resale registration statement registering the Meteora Shares, agrees to limit sales of the Meteora Shares to no more than 10% of the daily trading volume of the Company’s common stock, except on trading days when more than 7,000,000 shares are traded.

 

Finally, concurrently with the execution of the Amendment, the Company and the Seller agreed to sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below) (the “Stipulation”). The Stipulation provides that the Company issue 12,393,002 shares of its common stock to the Seller within five business days of the entry of the Stipulation. In consideration for the Stipulation, the Company agreed to pay Seller’s reasonable and documented attorney’s fees in an amount up to $65,000 related to any legal work performed by Seller’s legal advisors relating to the Company on behalf of Seller. “Action” means (i) the Complaint for Specific Performance and Money Damages filed July 16, 2024 thereby initiating Case No. 2024-0752-LWW Meteora Capital Partners, LP v. Solidion Technology, Inc. in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) and (ii) the Motion for Default Judgment filed by Seller related to such complaint on August 13, 2024. On September 9, 2024, the Company and the Seller filed the Stipulation in Delaware Chancery Court.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

 

Strategic Cooperation Consulting Agreement

 

On September 11, 2024, the Company amended an existing Strategic Cooperation Consulting Agreement (the “Consulting Agreement”) by and between the Company and Arbor Lake Capital, Inc. (“Arbor Lake”), pursuant to which the Company retained Arbor Lake as its consultant to provide non-exclusive consulting services in connection with Company’s commercial and strategic business development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply cooperation. In accordance with the terms of the Consulting Agreement, Arbor Lake shall be entitled to receive the consulting fees as follows:

 

(a)

2,000,000 shares of the Company’s common stock as a retainer upon the signing of the Consulting Agreement;

 

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(b)

Any licensing agreement that results in a commercial/strategic partner(s) acquiring a license from the Company shall entitle Arbor Lake to 3% (three percent) of upfront licensing revenue, plus 2% (two percent) of annual loyalty revenue from the commercial/strategic partner(s) for the first three years;

 

(c)

Any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the commercial/strategic partner, the Company shall pay to Arbor Lake 0.4% of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the commercial/strategic partner delivers the first product;

 

(d)

For any sales/purchase of Company products in excess of $2,000,000 annually or similar agreements with commercial/strategic partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to Arbor Lake as follows: 2% (two percent) of sales/purchase value up to $5M of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5M of the company from the Commercial/Strategic Partner(s);

 

(e)

For any other commercial/strategic cooperation including but not limited to partnership, joint-venture, alliance, and supply cooperation, the compensation will be further discussed and agreed upon by the parties when such cooperation commences.

 

The term of the Consulting Agreement shall continue until the performance by each party of its respective obligations thereunder shall have been satisfied. Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of the Consulting Agreement.

 

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Consulting Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

 

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.

 

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.

 

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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.

 

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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

 

 

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Exhibit 10.1

 

FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT

 

THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 29, 2024 (this “Amendment”), is entered into 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”) and (iv) Honeycomb Battery Company, an Ohio corporation (“STI” or “Target”). Following the completion of the Business Combination, Target became a wholly-owned subsidiary of Nubia Brand International Corp., a Delaware corporation (“NUBI”), which was renamed Solidion Technology, Inc.

 

Reference is hereby made to the OTC Equity Prepaid Forward Transaction, dated as of Decmber 13, 2023 (as may be amended from time to time, the “Confirmation”), by and between Seller, NUBI and STI. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation.

 

On February 2, 2024, STI and NUBI completed the Business Combination, and accordingly, the Seller delivered a Pricing Date Notice to commence the Transaction.

 

1.

Amendment: The parties hereto agree to amend the Confirmation as follows:

 

a.

The Section titled “Prepayment Shortfall” shall be deleted in its entirety and replaced with the following:

 

Prepayment Shortfall:

An amount in USD equal with respect to the Recycled Shares to 0.50% of the product of the Number of Shares and the Initial Price, with such Prepayment Shortfall resulting from the Recycled Shares to be retained by Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount). With respect to the Additional Shares, amounts to be requested in writing from time to time by Counterparty (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 shall 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; provided, however, that Additional Shortfall Requests shall 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 the Additional Shortfall Request and (iii) at the time that such Prepayment Shortfall would be paid by the Seller, the total value traded in Counterparty’s stock, as reported on the relevant Bloomberg Screen, be at least ten (10) times greater than the Additional Prepayment Shortfall request.

 

 

 

 

b.

The Section titled “Prepayment Shortfall Consideration” shall be deleted in its entirety and replaced with the following:

 

Prepayment Shortfall Consideration:

Seller in its sole discretion may sell Recycled Shares and Additional Shares at any time following the Trade Date and at any sales price, without payment by Seller of any Early Termination Obligation (as defined below), until such time as the proceeds from such sales equal 120% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A (a) sale of Shares is only a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered hereunder, and (b) sale of Recycled Shares or Additional Shares is only an Optional Early Termination, subject to the terms and conditions herein applicable to Terminated Shares, when an OET Notice (as defined below) is delivered hereunder, in each case the delivery of such notice in the sole discretion of the Seller (as further described in Sections “Optional Early Termination” and “Shortfall Sales”). For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, Shortfall Sale Shares shall not be included in the Number of Shares for purposes of calculating the Settlement Amount.

 

c.

The Section titled “Shortfall Sales” shall be deleted in its entirety and replaced with the following:

 

Shortfall Sales:

From time to time and on any date following the Trade Date (any such date, a “Shortfall Sale Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, at any sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to Counterparty (the “Shortfall Sale Notice”) no later than the later of (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale Proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. Without Seller’s prior written consent, the Counterparty covenants and agrees not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, beginning from the date hereof until the earlier of (i) the Valuation Date and (ii) the date the Shortfall Sales equal 120% of the total potential Prepayment Shortfall, including with respect to Additional Shares; provided, however, that nothing in the foregoing covenant shall prohibit (i) the issuance of any securities issued or assume in connection with the Business Combination or (ii) repricing of Counterparty’s warrants in connection with the closing of the Business Combination.   Unless and until the proceeds from Shortfall Sales equal 120% of the Prepayment Shortfall, in the event that the product of (x) the difference between (i) the number of Shares as specified in the Pricing Date Notice(s), less (ii) any Shortfall Sale Shares as of such measurement time, multiplied by (y) the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall, less (ii) the proceeds from Shortfall Sales as of such measurement time (the “Shortfall Variance”), then the Counterparty, as liquidated damages in respect of such Shortfall Variance, at its option shall within five (5) Local Business Days either:

(A) Pay in cash an amount equal to the Shortfall Variance; or   (B) Issue and deliver to Seller such number of additional Shares that are equal to (1) the Shortfall Variance, divided by (2) 90% of the VWAP Price (the “Shortfall Variance Shares”).

 

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In the event that the Counterparty issues and delivers to Seller Shortfall Variance Shares, within thirty calendar days of such issuance and delivery, Counterparty shall use its reasonable best efforts to file (at Counterparty’s sole cost and expense) with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement registering the resale of all shares held by the Seller, including the Recycled Shares (the “Shortfall Variance Registration Statement”), and have the Shortfall Variance Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of (i) the 60th calendar day (or 105th calendar day if the Commission notifies the Counterparty that it will “review” the Shortfall Variance Registration Statement) following the issuance and delivery of the Shortfall Variance Shares and (ii) the 5th Local Business Day after the date the Counterparty is notified (orally or in writing, whichever is earlier) by the Commission that such Shortfall Variance Registration Statement will not be “reviewed” or will not be subject to further review. Upon notification by the Commission that the Shortfall Variance Registration Statement has been declared effective by the Commission, within two Local Business Days thereafter, the Counterparty shall file the final prospectus under Rule 424 of the Securities Act of 1933, as amended containing a “plan of distribution” reasonably agreeable to Seller. Counterparty shall not identify Seller as a statutory underwriter in the Registration Statement unless requested by the Commission. The Counterparty will use its reasonable best efforts to keep the Shortfall Variance Registration Statement covering the resale of the shares as described above continuously effective (except for customary blackout periods, up to twice per year and for a total of up to 15 calendar days (and not more than 10 calendar days in an occurrence), if and when the Counterparty is in possession of material non-public information the disclosure of which, in the good faith judgment of the Counterparty’s board of directors, would be prejudicial, and the Counterparty agrees to promptly notify Seller of any such blackout determination) until all such shares have been sold or may be transferred without any restrictions including the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2) or the volume and manner of sale limitations under Rule 144 under the Securities Act; provided that Counterparty covenants and agrees to make all necessary filings, amendments, supplements and submissions in furtherance of the foregoing, including to register all of Seller’s Shares for resale; provided that it shall be a (“Shortfall Variance Registration Failure”) if (a) the Shortfall Variance Registration Statement covering all of the shares described above in this section is not declared effective after the 60th calendar day (or 105th calendar day if the Commission notifies the Counterparty that it will “review” the Shortfall Variance Registration Statement) after the issuance and delivery of the Shortfall Variance Shares) or (b) the Shortfall Variance Registration Statement after it is declared effective ceases to be continuously effective (subject to the blackout periods as indicated above) as set forth in the preceding sentence for more than 15 consecutive calendar days. Seller will promptly deliver customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection with the Shortfall Variance Registration Statement, including those related to selling shareholders and to respond to comments by the staff of the Commission. If requested by Seller, the Counterparty shall within five (5) Local Business Days of receipt of such request, subject to receipt of a legal opinion of Counterparty’s counsel, instruct its transfer agent to remove any restrictive legend with respect to transfers under the Securities Act from any and all Shares held by Seller if (1) the Shortfall Variance Registration Statement is and continues to be effective under the Securities Act, (2) such Shortfall Variance Shares are sold or transferred pursuant to Rule 144 under the Securities Act (subject to all applicable requirements of Rule 144 being met), or (3) such Shortfall Variance Shares are eligible for sale under Rule 144, without the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to the Shortfall Variance Shares and without volume or manner-of-sale restrictions; provided that Seller shall have timely provided customary representations and other documentation reasonably acceptable to the Counterparty, its counsel and/or its transfer agent in connection therewith. Any fees (with respect to the transfer agent, Counterparty’s counsel or otherwise) associated with the issuance of any legal opinion required by the Counterparty’s transfer agent or the removal of such legend shall be borne by the Counterparty.

 

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Any Shortfall Variance Shares shall constitute Shortfall Shares, and the sale of such Shortfall Variance Shares after the Shortfall Variance Registration Statement is declared effective by the Commission shall be a Shortfall Sale. If the Shortfall Variance has not been paid in cash by the Counterparty, and after the sale of all Shortfall Variance Shares, the proceeds from all Shortfall Sales, including the Shortfall Variance Shares, is less than 100% of the Prepayment Shortfall, then there will be another Shortfall Variance, calculated in accordance with this provision, and the Counterparty shall address such Shortfall Variance as provided for by this provision. This shall continue until such time as the proceeds from all Shortfall Sales equal 100% of the Prepayment Shortfall or the Counterparty shall have paid any Shortfall Variance in cash.   With respect to the forgoing and any issuance of Shortfall Variance Shares, the Counterparty shall not issue any Shortfall Variance Shares pursuant to this provision to the extent that after giving effect thereto, the aggregate number of Shares that would be issued pursuant to this provision would exceed 19.99% of the Shares that are issued and outstanding immediately prior to such issuance, which number of shares shall be (i) reduced, on a share-for-share basis, by the number of Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated hereby under applicable rules of the Exchanges and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Confirmation (such maximum number of shares, the “Exchange Cap”), unless and until the Counterparty elects to solicit stockholder approval of the issuance of the Shortfall Variance Shares as contemplated hereby, and the stockholders of the Counterparty have in fact approved the issuance of the Shortfall Variance Shares as contemplated hereby in accordance with the applicable rules of the Exchanges. In the event that there is an Exchange Cap, if the Counterparty does not elect to solicit stockholder approval and obtain such stockholder approval in accordance with the applicable rules of the Exchanges, then the Counterparty will pay the Shortfall Variance in cash.

 

d.

The Section titled “Share Consideration” shall be deleted in its entirety and replaced with the following:

 

Share Consideration:

In addition to the Prepayment Amount, Counterparty paid directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) 200,000 and (y) the Initial Price. The Shares purchased with the Share Consideration (the “Share Consideration Shares”) shall be incremental to the Maximum Number of Shares, shall not be included in the Number of Shares in this Transaction, and the Seller and the Share Consideration Shares shall be free and clear of all obligations with respect to the Seller and such Share Consideration Shares in connection with this Confirmation. Additionally, upon the execution of this Amendment, Seller shall be entitled to designate a certain number of Additional Shares as Share Consideration equal to 2,850,000 Shares.

 

e.

The Section titled “VWAP Trigger Event” shall be deleted in its entirety and replaced with the following:

 

VWAP Trigger Event:

An event that occurs if the VWAP Price, for any 10 trading days during a 30 consecutive trading day-period, is below $2.00 per Share.

 

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2.

Forbearance. Upon the execution of this Amendment, Seller agrees to temporarily forbear from exercising any rights under the Confirmation upon any Shortfall Variance Registration Failure, VWAP Trigger Event, or Registration Failure that has occurred or may occur pursuant to the terms of the Confirmation (the “Valuation Date Events”) during the period (the “Standstill Period”) beginning on the Pricing Date and ending on December 31, 2024. Counterparty acknowledges that Seller is not waiving any of its rights with respect to the Valuation Date Events but is simply agreeing to forbear from exercising the Valuation Date Events pursuant to the terms herein. Without limiting the generality of the foregoing, and except to the extent set forth herein, Counterparty acknowledges and agrees that immediately upon expiration of the Standstill Period, if any Valuation Date Events have occurred, Seller has all of its rights with respect to such Valuation Date Events to the same extent, and with the same force and effect, as if the forbearance had not occurred.

 

3.

Meteora Shares Registration. In addition to all registration rights provided under the Confirmation, upon the execution of this Amendment, Solidion Technology, Inc. (“Solidion”), within twenty (20) business days, shall file with the Commission (at Solidion’s sole cost and expense) a registration statement registering the resale of the Additional Shares and Share Consideration (collectively, the “Meteora Shares”). Solidion shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in any event no later than sixty calendar days after the date hereof. Furthermore, Solidion agrees no other shares shall be registered before the Meteora Shares, though other shares may be registered concurrently with the Meteora Shares on the same resale registration statement.

 

4.

Dismissal of the Action with Prejudice. Concurrently with the execution of this Amendment, the Parties shall sign and cause to be filed a joint stipulation for dismissal with prejudice of the Action (as defined below) (the “Stipulation”). In consideration for the Stipulation, Solidion shall pay Seller’s reasonable and documented attorney’s fees in an amount up to $65,000 related to any legal work performed by Seller’s legal advisors relating to Solidion on behalf of Seller. In the event Solidion fails to effectuate the issuance and delivery of the Meteora Shares or comply with its obligations under Section 3 above, Seller shall be entitled to seek enforcement of the Confirmation against Target or Solidion. “Action” means (i) the Complaint for Specific Performance and Money Damages filed July 16, 2024 thereby initiating Case No. 2024-0752-LWW Meteora Capital Partners, LP v. Solidion Technology, Inc. in the Court of Chancery of the State of Delaware and (ii) the Motion for Default Judgment filed by Seller related to such complaint on August 13, 2024.

 

5.

Further Issuance. Following the issuance, registration and delivery of the Meteora Shares as described herein, Seller agrees Counterparty shall not be under the obligation to issue additional Share Consideration or Additional Shares. For the avoidance of doubt, the Counterparty may validly elect pursuant to clause (y) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash notwithstanding any minimum amount of cash or cash equivalents the Counterparty may have on hand at the time of such election.

 

6.

Leak-Out. Seller, from the date hereof until thirty (30) days following the effectiveness of the resale registration statement registering the Meteora Shares, agrees to limit sales of the Meteora Shares to no more than 10% of the daily trading volume of STI, except on trading days when more than 7,000,000 shares are traded.

 

7.

No Other Amendments. All other terms and conditions of the Confirmation shall remain in full force and effect and the Confirmation shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

 

8.

Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

9.

Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the Confirmation and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Confirmation are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Confirmation and Prior Amendments, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.

 

10.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).

 

SIGNATURE PAGE TO FOLLOW

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

 

	METEORA STRATEGIC CAPITAL, LLC;
	METEORA SELECT TRADING OPPORTUNITIES MASTER, LP; AND
	METEORA CAPITAL PARTNERS, LP
	By:	/s/ Vik Mittal
		Name:	Vik Mittal
		Title:	Managing Member
	SOLIDION TECHNOLOGY, INC. f/k/a HONEYCOMB BATTERY COMPANY
	By:	/s/ Jaymes Winters
		Name:	Jaymes Winters
		Title:	Chief Executive Officer
		Date:	August 29, 2024

 

 

 

 

 

Exhibit 10.2

 

STRICTLY PRIVATE AND CONFIDENTIAL

 

September 11, 2024

 

Mr. Jaymes Winters

Chief Executive Officer

Solidion Technology, Inc.

13355 Noel Road, Suite 1100

Dallas, TX 75240

 

Dear Mr. Jaymes Winters:

 

We are pleased that Solidion Technology, Inc., located at 13355 Noel Road, Suite 1100, Dallas, TX 75240, including its subsidiary companies (the “Company”) has decided to retain Arbor Lake Capital Inc., a British Virgin Islands corporation located at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (“Arbor Lake”) to provide strategic cooperation consulting services to the Company as set forth herein. This consulting agreement (“Agreement”) will confirm Arbor Lake’s acceptance of such retention and set forth the terms of the Agreement.

 

1. Retention. The Company hereby retains Arbor Lake as its consultant to provide non-exclusive consulting services in connection with Company’s commercial and strategic business development including but not limited to sales and market development, business partnership, joint-venture, alliance, licensing and supply cooperation (the “Transaction”). Arbor Lake accepts such retention on the terms and conditions set forth in this Agreement. In connection with this Agreement, Arbor Lake may provide certain or all of the following services (collectively referred to as the “Consulting Services”):

 

(a)

assist the Company to prepare introductory materials for Transaction(s) with potential Commercial/Strategic Partner(s);

 

(b)

assist the Company to identify and approach potential Commercial/Strategic Partner(s); and if appropriate and if requested;

 

(c)

assist the Company to gain sales orders from potential Commercial/Strategic Partner(s);

 

(d)

facilitate the due diligence process conducted by the potential Commercial/Strategic Partner(s);

 

(e)

assist the Company with meetings, negotiations and communications with the potential Commercial/Strategic Partner(s) and their advisor(s) including advising on strategy and tactics and necessary facilitations but excluding negotiations with their legal advisor(s) other than facilitating as part of your team that includes your legal advisors, and therefore would not be liable or held responsible for any legal matters of the Transaction.

 

(f)

Provide such other consulting services upon which the parties may mutually agree.

 

It is expressly understood and agreed that Arbor Lake shall be required to perform only such tasks as may be necessary or desirable in connection with the rendering of its services hereunder as deter- mined and requested by the Company from time to time and, therefore, may not perform all of the tasks enumerated above during the term of this Agreement. Moreover, it is further understood that Arbor Lake needs only perform the above-referenced tasks requested by the Company (and not necessarily all of the above-referenced tasks) in order to receive the fees described in Section 3. Arbor Lake may, at its discretion, perform any service above through its partners or sub-consultants. Arbor Lake including its partners or sub-consultants represents and warrants to the Company that (i) it has the requisite skill, expertise and know-how to perform the services described above; (ii) it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws; and (iii) it will perform the services in a competent and professional manner.

 

 

 

 

2. Information. In connection with Arbor Lake’s activities hereunder, the Company will cooperate with Arbor Lake and furnish Arbor Lake upon request with all information regarding the business, operations, properties, financial condition, management and prospects of the Company (all such information so furnished being the “Information”) which Arbor Lake reasonably deems appropriate to al- low Arbor Lake to perform the services hereunder and will provide Arbor Lake with access to the Company’s officers, directors, employees, independent accountants and legal counsel. The Company represents and warrants to Arbor Lake that, to the best of the Company’s knowledge, all Information made available to Arbor Lake hereunder will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are or will be made. The Company further represents and warrants that, to the best of the Company’s knowledge, any projections and other forward-looking information provided by it to Arbor Lake will have been prepared in good faith and will be based upon assumptions which, in light of the circum- stances under which they are made, are reasonable. The Company recognizes and confirms that Arbor Lake: (i) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) does not assume responsibility for the accuracy or completeness of the Information and such other information obtained from generally recognized public sources; and (iii) will not make an appraisal of any assets of the Company. Any advice rendered by Arbor Lake pursuant to this Agreement may not be disclosed publicly without Arbor Lake’s prior written consent. Arbor Lake hereby acknowledges that certain of the Information received by Arbor Lake may be confidential and/or proprietary, including Information with respect to the Company’s technologies, products, business plans, marketing, and other Information which must be maintained by Arbor Lake as confidential. Arbor Lake agrees that it will not disclose such confidential and/or proprietary Information to any parties outside of the parties to this Agreement. Arbor Lake will maintain as confidential all Information provided to it by the Company hereunder and will use such Information only for the purposes set out herein and for no competitive or other purposes whatsoever, unless such information: (i) is already in Arbor Lake’s possession and not subject to any obligation of confidentiality; (ii) is or becomes generally available to the public other than as a result of unauthorized disclosure by or through Arbor Lake; (iii) is or becomes available to Arbor Lake on a non-confidential basis from the Company or from a source other than the Company, provided that such source is not known by Arbor Lake to be bound by any obligation of confidentiality; or (iv) is required to be disclosed by operation of applicable law or regulatory requirement.

 

3. Compensation. As consideration for Arbor Lake’s services pursuant to this Agreement, Arbor Lake shall be entitled to receive, and the Company agrees to pay Arbor Lake, the consulting fee as following compensation:

 

(a)

Retainer: the Company will register 2M shares of STI common stock to Arbor Lake upon signing of this Agreement, and subsequently, the Company will issue 1M registered shares of STI common stock to Arbor Lake upon notice of effectiveness of the S1 registration statement and issue an additional 0.5M registered shares of common stock of STI to Arbor Lake by Jan. 1st, 2025, and another 0.5M registered shares of common stock of STI to Arbor Lake by July 1st, 2025;

 

(b)

For any licensing agreement that results in a Commercial/Strategic Partner(s) acquiring a license from the Company shall entitle Arbor Lake to: 3% (three percent) of upfront licensing revenue, plus 2% (two percent) of annual loyalty revenue from the Commercial/Strategic Partner(s) for the first three years;

 

(c)

For any commercial/strategic cooperation in which the Company would distribute, resell or become a licensee of the Commercial/Strategic Partner, the Company shall pay 0.4% of the revenue generated by the Company under such agreement for the first three years beginning with the first date that the Commercial/Strategic Partner delivers the first product;

 

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(d)

For any sales/purchase of Company Products in excess of $2,000,000 annually or similar agreements with Commercial/Strategic Partner(s) resulting from the services rendered hereunder to the Company shall accrue compensation to Arbor Lake as below: 2% (two percent) of sales/purchase value up to $5M of the Company from the Commercial/Strategic Partner(s), plus 1.5% (one and half percent) of sales/purchase value above $5M of the company from the Commercial/Strategic Partner(s);

 

(e)

For any other commercial/strategic cooperation including but not limited to partnership, joint-venture, alliance, and supply cooperation, the compensation will be further discussed and agreed upon by two parties when the potential cooperation starts materializing.

 

All fees and expenses payable hereunder are payable in USD to Arbor Lake’s designated account, due immediately after the above milestone is achieved, and are net of any applicable taxation. No fee payable to any other person, by the Company or any other party, shall reduce or otherwise affect any fee payable hereunder to Arbor Lake or its partners/subconsultants.

 

4. Expenses. In addition to payment to Arbor Lake of the compensation set forth in Section 3 hereof, the Company shall promptly upon request from time to time reimburse Arbor Lake for all reasonable expenses (including, all travel and other out-of-pocket expenses) incurred by Arbor Lake in connection with its services hereunder; provided, however Arbor Lake will notify the Company prior to any out of pocket expenses being accrued and provide the Company an invoice and copies of receipts for its expenses incurred in connection with its services under this Agreement, and such expenses shall not in the aggregate exceed $10,000. annually without prior authorization of the Company.

 

5. Termination. The term of this agreement shall commence on the effective date noted above and shall continue until the performance by each party of its respective obligations hereunder have been satisfied. Either party may terminate the relationship upon mutual agreement after 12 months upon the effective date of this Agreement. In the event of any termination of Arbor Lake’s engagement hereunder, Arbor Lake will continue to be entitled to its full compensation provided for herein, if at any time after any such termination, the Company consummates a Transaction, or enters into an agreement that subsequently results in a Transaction, with a potential Commercial/Strategic Partner(s) who are introduced to the Company by Arbor Lake.

 

No termination of Arbor Lake’s engagement hereunder shall affect the Company’s obligations to re- imburse Arbor Lake for special out of pocket expenses incurred during the term of Arbor Lake’s engagement hereunder to the extent provided for herein or the Company’s indemnification obligations set forth herein.

 

6. Non-Circumvention. Each party to this Agreement agrees not to willfully or intentionally circum- vent any other party in any manner which would reduce the compensation or commission intended by this Agreement, including but not strictly limited to, making contact with, directly or indirectly, or by becoming involved in any Transaction with any of the corporations, companies, individuals, or enti- ties associated with or related to the Services intended to be supplied under this Agreement and shall disclose to any relevant third party that such engagement exists between the Parties.

 

7. Governing Law; Arbitration. This Agreement shall be enforced, governed by and construed in accordance with the laws of Ohio without regard to principles of conflict of laws. Any controversy be- tween the parties to this Agreement, or arising out of the Agreement, shall be resolved by arbitration before the American Arbitration Association (“AAA”) in Ohio under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties further agree that the arbitrator or arbitrators shall have exclusive jurisdiction to determine the scope of this arbitration clause and whether any controversy or claim between the parties arises out of, relates to, or concerns the breach of this Agreement.

 

8. Amendments. This Agreement may not be modified or amended except in a writing duly executed by the parties hereto.

 

9. Headings. The section headings in this Agreement have been inserted as a matter of reference and are not part of this Agreement.

 

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10. Successors and Assigns. The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns, and the obligations and liabilities assumed in this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Notwithstanding anything contained herein to the contrary, neither Arbor Lake nor the Company shall assign any of its obligations hereunder without the prior written consent of the other party.

 

11. Supersedes Previous Agreements. This Agreement constitutes the entire understanding between the two parties and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement.

 

12. No Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or entity not a party hereto, except those entitled to the benefits of the Indemnification Provisions. Without limiting the foregoing, the Company acknowledges and agrees that Arbor Lake is not being engaged as, and shall not be deemed to be, an agent or fiduciary of the Company’s stockholders or creditors or any other person by virtue of this Agreement or the retention of Arbor Lake hereunder.

 

13. Waiver. Any waiver or any breach of any of the terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or of any other term or condition, nor shall any failure to insist upon strict performance or to enforce any provision hereof on any one occasion operate as a waiver of such provision or of any other provision hereof or a waiver of the right to insist upon strict performance or to enforce such provision or any other provision on any subsequent occasion. Any waiver must be in writing.

 

14. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile or scan/email transmission, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one and the same agreement. Facsimile signatures shall be deemed to be original signatures for all purposes.

 

15. Disclaimers. The Company agrees that any and all decisions, acts, actions, or omissions with respect to the services contemplated by this Agreement and the other matters contemplated herein shall be the sole responsibility of the Company, and that the performance by Arbor Lake of services here- under will in no way expose Arbor Lake to any liability for any such decisions, acts, actions or omissions of the Company.

 

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If the terms as set forth in this Agreement are satisfactory to you, please confirm by signing and returning one copy of this Agreement.

 

	Very truly yours,
	ARBOR LAKE CAPITAL INC.
	By:
		Name:	Hong Li

 

Agreed to and accepted this 12^th day of August 2024

 

SOLIDION TECHNOLOGY, INC.
By:
	Name:	Jaymes Winters

 

 

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Cover	Aug. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 29, 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	13355 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
Written Communications	false
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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