Financial Results - Solidion Technology, Inc. announced its first quarter 2024 financial results on June 7, 2024[4]. Nasdaq Compliance - The company received a delinquency notification from Nasdaq on May 31, 2024, due to a delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024[6]. - Solidion has 60 calendar days to submit a plan to Nasdaq to regain compliance with the listing rule, with a potential extension of up to 180 days if accepted[7]. - The company’s securities will continue to trade on The Nasdaq Global Market under the symbol "STI" despite the noncompliance[8]. - No immediate effect on the listing or trading of the company's securities has been reported due to the notice received[8]. Stockholder Meetings - A Special Meeting of Stockholders was held on June 3, 2024, where a proposal for the potential issuance of shares equal to or exceeding 20% of the common stock outstanding was approved with 68,055,000 votes in favor[11]. - The reverse stock split proposal was authorized with 78.31% of outstanding shares voting in favor[12]. Company Operations - The company continues to work diligently to complete the Form 10-Q and plans to file it as promptly as possible[8]. - The company issued a press release on June 6, 2024, regarding the receipt of the Nasdaq notice[9]. - The company is classified as an emerging growth company under the relevant regulations[3].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ SOLIDION TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) __________________________________ | Delaware | 3359 | 87-1993879 | | --- | --- | --- | | (State or other jurisdiction of | (Primar ...

As filed with the Securities and Exchange Commission on April 15, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ SOLIDION TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) __________________________________ | Delaware | 3359 | 87-1993879 | | --- | --- | --- | | (State or other jurisdiction of | (Primar ...

Technology and Product Development Risks - The company is facing significant risks related to the performance and reliability of its high-capacity anode and high-energy solid-state battery technology, which may lead to defects and recalls, adversely affecting sales and brand reputation [108]. - The company has only conducted preliminary safety testing on its battery technology, and extensive testing is required before acceptance by automotive OEMs, which may delay commercialization [111]. - The battery cell market is highly competitive, with traditional lithium-ion battery manufacturers potentially reducing costs and expanding supply, impacting the company's ability to sell products at competitive prices [128]. - The company must continue to invest significantly in developing its battery technology without assurance of market acceptance, which could adversely affect its business and operating results [131]. - The company expects to incur higher losses in future periods as it invests in design, development, and manufacturing of its high-capacity anode and solid-state battery technology [141]. - The company may face challenges in attracting customers during the development stage and for high-volume commercial production, which could harm its business [134]. Supply Chain and Raw Material Risks - The company relies on third-party suppliers for raw materials and components, facing risks of price increases and supply chain challenges that could delay development and commercialization [117]. - The company may face substantial increases in raw material prices due to limited sources, which could materially impact its financial condition [117]. - The company is exposed to various supply chain requirements that may incur substantial compliance costs, affecting its operational efficiency [118]. - The company may incur increased compliance costs related to battery products and oversight of its supply chain, which could be exacerbated by evolving regulations [180]. Financial Performance and Capital Requirements - The company incurred a net loss of approximately $5.3 million for the year ended December 31, 2023, following a loss of $3.9 million for the year ended December 31, 2022 [140]. - The company anticipates significant increases in capital expenditures and working capital requirements as it accelerates research and development efforts and scales up production operations [147]. - The company may require additional capital to support business growth, which might not be available on commercially reasonable terms [144]. - There is substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows from operations [146]. Regulatory and Compliance Risks - The company is subject to substantial regulations regarding product safety and handling, which could lead to product liability claims and harm financial condition if not managed properly [169]. - Compliance with evolving regulations may be burdensome and costly, adversely affecting business operations and financial results [173]. - The company is subject to various environmental health and safety laws, which may lead to increased compliance costs and potential fines for non-compliance [184]. - Changes in environmental regulations could result in additional expenditures and operational restrictions, impacting the company's business [185]. - The company relies on third parties for compliance with environmental laws, and any failure in this area could lead to significant liabilities [187]. - The company is subject to anti-corruption and anti-bribery laws, with non-compliance potentially resulting in severe penalties and reputational damage [190]. Market and Competitive Risks - Future growth is highly dependent on consumer adoption of electric vehicles, which is characterized by rapidly changing technologies and competitive pricing [133]. - The sales cycle for large automotive OEMs is lengthy and involves risks such as increased purchasing power and longer implementation cycles [136]. - The company may not succeed in establishing and maintaining its brand, which is critical for customer acceptance and future revenues [153]. - The availability of government subsidies and economic incentives is uncertain, and any reduction could adversely affect the company's competitiveness and financial condition [168]. - Ongoing changes in U.S. trade policy could negatively impact the company's ability to source materials and sell products internationally, potentially leading to increased operational costs [172]. - Sustained uncertainty in global economic conditions and trade tensions may interfere with the company's ability to sell products in certain countries, leading to potential operational challenges [195]. Intellectual Property Risks - The company relies heavily on its intellectual property and may face challenges in protecting these rights, which could harm its competitive position [155]. - The company faces significant risks related to intellectual property rights, as protections vary globally, potentially leading to loss of competitive advantage and revenue [156]. - Patent applications may not result in issued patents, which could adversely affect the company's ability to prevent competitors from exploiting similar technologies [157]. - The company has not conducted exhaustive searches of the intellectual property landscape in the battery industry, increasing the risk of infringement claims that could incur substantial costs [158]. Operational and Management Risks - The company is dependent on attracting and retaining key personnel, and losing such talent could disrupt operations and harm business prospects [123]. - The company’s manufacturing facilities are subject to risks from equipment malfunctions and operational problems, which could lead to production delays and financial losses [115]. - The company’s insurance coverage may not be adequate to protect against all business risks, potentially leading to significant financial impacts from uninsured losses [125]. - Management's estimates and assumptions in financial reporting could lead to material misstatements, adversely affecting reported assets and financial results [164]. - The company anticipates increased legal, accounting, and administrative costs as a public entity, which could negatively impact financial condition and operational results [166]. Cybersecurity Risks - Cybersecurity threats and data handling violations could result in liability and damage to the company's reputation, impacting future sales [176]. - The company anticipates facing significant challenges regarding information security and maintaining the integrity of its systems, with potential breaches affecting confidential business information and personal data [177]. - Significant capital and resources may be required to protect against information security breaches, with ransomware attacks becoming more prevalent in the industrial sector, potentially leading to substantial operational expenses [179]. - Any failure to prevent information security breaches could result in loss of proprietary data, harm to reputation, and exposure to legal claims and regulatory investigations [181]. Stock and Shareholder Risks - Solidion's Common Stock is subject to a lock-up agreement, preventing significant sales for six months post-merger, which could impact market price [198]. - An aggregate of 78,616,000 shares of Common Stock are entitled to registration under the Registration Rights Agreement, with an additional 22,500,000 shares possible if Earnout Shares vest [199]. - G3 holds approximately 85.3% of the voting power, qualifying Solidion as a "controlled company," which may limit shareholder protections [202]. - Solidion may issue additional shares of Common Stock or other equity securities without shareholder approval, potentially diluting ownership interests [204]. - The exercise price for Public Warrants is $11.50 per share, with no assurance they will be in the money during their exercise period [207]. - Solidion can redeem outstanding warrants at $0.01 per Warrant if certain conditions are met, which may disadvantage warrant holders [208]. - The company qualifies as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met [212]. - Changes in laws or regulations could adversely affect Solidion's business and results of operations [211]. - The trading market for Solidion's Common Stock may be influenced by the presence or absence of analyst coverage, impacting stock price and trading volume [209]. - Solidion's reliance on exemptions from certain corporate governance requirements may make its stock less attractive to some investors, potentially affecting market activity [214].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 13355 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. Not applicable (Former name or former address, if changed since last report) Indic ...

Part I - FINANCIAL INFORMATION [Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements, detailing the company's financial position, operational results, and cash flows [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2023, details total assets of **$130.5 million**, a **$6.1 million** stockholders' deficit, and increased current liabilities Condensed Consolidated Balance Sheet Highlights (as of March 31, 2023 vs. Dec 31, 2022) | Balance Sheet Item | March 31, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $98,053 | $545,655 | | Investments held in the Trust Account | $130,174,150 | $127,782,882 | | **Total Assets** | **$130,461,521** | **$128,580,035** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $2,743,152 | $909,326 | | Total Liabilities | $7,065,652 | $5,231,826 | | Class A common stock subject to possible redemption | $129,505,753 | $127,242,983 | | Total Stockholders' Deficit | ($6,109,884) | ($3,894,774) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a net income of **$47,660** for Q1 2023, driven by Trust Account interest, offsetting increased expenses Condensed Consolidated Statements of Operations (For the Three Months Ended March 31) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | General and administrative expenses | $1,007,788 | $119,366 | | **Total Expenses** | **$1,037,788** | **$124,366** | | Income earned on Investments held in Trust Account | $1,356,319 | $8,655 | | **Total Other Income** | **$1,360,694** | **$12,367** | | Provision for income taxes | $275,246 | $0 | | **Net income (loss)** | **$47,660** | **($111,999)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows for Q1 2023 show net cash used in operations and investing, offset by financing activities, resulting in a net cash decrease Cash Flow Summary (For the Three Months Ended March 31, 2023) | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used In Operating Activities | ($522,312) | | Net Cash Used In Investing Activities | ($1,034,949) | | Net Cash Provided By Financing Activities | $1,109,659 | | **Net change in cash** | **($447,602)** | | Cash at end of period | $98,053 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the SPAC's merger with Honeycomb Battery Company, going concern uncertainty, and related party transactions - On February 16, 2023, the Company entered into a Merger Agreement with Honeycomb Battery Company. The merger consideration includes **70 million shares** at closing plus up to **22.5 million earnout shares** based on future stock price performance[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has determined that liquidity risks and the requirement to complete a business combination by the deadline (extended to June 15, 2023, and potentially to September 15, 2023) raise substantial doubt about the Company's ability to continue as a going concern[42](index=42&type=chunk) - In March 2023, the Sponsor deposited **$1,235,000** into the Trust Account to extend the business combination deadline from March 15, 2023, to June 15, 2023. This was structured as a non-interest-bearing loan[37](index=37&type=chunk) - Subsequent to the quarter end, in April 2023, **$339,899** was withdrawn from the Trust Account to pay federal income taxes. In May 2023, the Sponsor provided a new unsecured promissory note for up to **$1,000,000**[109](index=109&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results, emphasizing the Honeycomb Battery Company merger, liquidity, and going concern - The company is a blank check company that entered into a definitive Merger Agreement with Honeycomb Battery Company on February 16, 2023. The transaction is expected to close in the second quarter of 2023[113](index=113&type=chunk)[116](index=116&type=chunk)[122](index=122&type=chunk) - As of March 31, 2023, the company had cash of **$98,053** and a working capital deficit of **$2,455,781**[123](index=123&type=chunk) - Management reiterates that there is substantial doubt about the company's ability to continue as a going concern due to liquidity issues and the impending deadline to complete an initial business combination[133](index=133&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Results of operations for Q1 2023 show net income of **$47,660**, primarily from Trust Account interest, contrasting with a prior-year net loss Results of Operations Comparison (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (Loss) | $47,660 | ($111,999) | | Interest Income (Trust Account) | $1,356,319 | $8,655 | | Operating Expenses | $1,037,788 | $124,366 | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is constrained by a **$2.46 million** working capital deficit, relying on Sponsor loans to fund operations and extend deadlines - As of March 31, 2023, the company had **$130,174,150** in investments held in the Trust Account[132](index=132&type=chunk) - The company is dependent on loans from its Sponsor to fund operations. As of March 31, 2023, **$1,235,000** was outstanding under a promissory note from the Sponsor[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - The company is a smaller reporting company and is not required to provide this information[153](index=153&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal controls - Based on an evaluation as of March 31, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[156](index=156&type=chunk) - There were no material changes to the company's internal control over financial reporting during the fiscal quarter ended March 31, 2023[157](index=157&type=chunk) Part II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[160](index=160&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Nubia Brand International Corp is not required to provide this information - The company is a smaller reporting company and is not required to provide the information under this item[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - None[162](index=162&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including the Merger Agreement with Honeycomb Battery Company and related transaction documents - Key exhibits filed include the Merger Agreement dated February 16, 2023, and related transaction documents such as Support Agreements and Lock-Up Agreements[167](index=167&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) Nubia Brand International Corp. is a SPAC that completed its IPO and entered a merger agreement with Honeycomb Battery Company - The company is a blank check company formed for a business combination, focusing on the wireless telecommunications sector[19](index=19&type=chunk) - On February 16, 2023, the company entered a Merger Agreement with Honeycomb Battery Company, with Nubia to be renamed upon closing[23](index=23&type=chunk) Initial Public Offering and Trust Account Details | Metric | Details | | :--- | :--- | | IPO Date | March 15, 2022 | | Units Offered | 12,350,000 | | Price per Unit | $10.00 | | Gross Proceeds | $123,500,000 | | Amount in Trust Account | $125,970,000 (from IPO and Private Warrants) | Merger Consideration for Honeycomb Battery Company | Consideration Type | Number of Shares | | :--- | :--- | | Closing Merger Consideration | 70,000,000 | | Potential Earnout Shares | Up to 22,500,000 | - The company must complete its initial business combination by **March 15, 2023**, with an option to extend to **September 15, 2023**[22](index=22&type=chunk) - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing reduced disclosure obligations[43](index=43&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.Risk%20Factors) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - The company is not required to make disclosures under this item as it qualifies as a smaller reporting company[51](index=51&type=chunk) [Unresolved Staff Comments](index=10&type=section&id=Item%201B.Unresolved%20Staff%20Comments) The company has no unresolved staff comments - Not applicable[52](index=52&type=chunk) [Properties](index=10&type=section&id=Item%202.%20Properties) The company does not own material real estate or physical properties, with executive offices in Dallas, Texas considered adequate - The company's executive offices are in Dallas, Texas, and it owns no real estate or other material physical properties[53](index=53&type=chunk) [Legal Proceedings](index=10&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material litigation or legal proceedings, nor is it aware of adverse legal exposures - No material litigation, arbitration, or governmental proceedings are pending against the company or its management[50](index=50&type=chunk)[54](index=54&type=chunk) [Mine Safety Disclosures](index=10&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[55](index=55&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=11&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with no cash dividends paid or planned before a business combination, and the sponsor purchased private warrants - The company's Units, Class A common stock, and warrants trade on Nasdaq under symbols **"NUBIU"**, **"NUBI"**, and **"NUBIW"** respectively[57](index=57&type=chunk) - The company has not paid cash dividends and does not intend to prior to completing an initial business combination[59](index=59&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **5,405,000** private warrants at **$1.00** per warrant, generating **$5,405,000** in proceeds[61](index=61&type=chunk) [[RESERVED]](index=11&type=section&id=Item%206.%20%5BRESERVED%5D) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - Disclosure under this item is not required as the company is a smaller reporting company[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the year ended December 31, 2022, the company reported net income of **$593,905**, with liquidity risks raising substantial doubt about its going concern ability Financial Highlights for the Year Ended December 31, 2022 | Metric | Amount (USD) | | :--- | :--- | | Net Income | $593,905 | | Interest Income (Trust Account) | $1,818,565 | | Operating Expenses | $904,193 | Financial Position as of December 31, 2022 | Metric | Amount (USD) | | :--- | :--- | | Cash (outside trust) | $545,655 | | Working Capital Deficit | $148,043 | | Investments held in Trust Account | $127,782,882 | - Management determined that liquidity risks and the business combination deadline raise substantial doubt about the company's ability to continue as a going concern[79](index=79&type=chunk)[203](index=203&type=chunk) - The company has an amended promissory note with its Sponsor, allowing borrowing up to **$300,000**, with **$125,341** outstanding as of December 31, 2022, convertible into warrants at **$1.00** per warrant upon business combination[81](index=81&type=chunk) - The company has an administrative support agreement to pay a Sponsor affiliate **$10,000** per month for office space and support services[84](index=84&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%207A.Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - Disclosure under this item is not required as the company is a smaller reporting company[94](index=94&type=chunk) [Financial Statements and Supplementary Data](index=17&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements and the independent auditor's report, which highlights substantial doubt about going concern - The independent auditor's report from Marcum LLP includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[174](index=174&type=chunk) Balance Sheet Summary (as of Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Total Assets | $128,580,035 | | Investments held in the Trust Account | $127,782,882 | | Total Liabilities | $5,231,826 | | Class A common stock subject to possible redemption | $127,242,983 | | Total Stockholders' (Deficit) Equity | $(3,894,774) | Statement of Operations Summary (Year Ended Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Total Expenses | $904,193 | | Total Other Income | $1,837,997 | | Net Income | $593,905 | - Subsequent to year-end, the company entered a merger agreement with Honeycomb Battery Company, withdrew **$200,050** from the trust for taxes, and deposited **$1,235,000** to extend its business combination deadline to **June 15, 2023**[273](index=273&type=chunk)[277](index=277&type=chunk)[278](index=278&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosures](index=17&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[96](index=96&type=chunk) [Controls and Procedures](index=17&type=section&id=Item%209A.Controls%20and%20Procedures) As of December 31, 2022, management concluded disclosure controls were effective, with no material changes to internal controls during the period - Management concluded that as of **December 31, 2022**, the company's disclosure controls and procedures were effective[97](index=97&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting, as permitted for newly public companies[99](index=99&type=chunk) - There were no material changes in internal control over financial reporting during the year ended **December 31, 2022**[100](index=100&type=chunk) [Other Information](index=17&type=section&id=Item%209B.Other%20Information) The company reported no other information - None[101](index=101&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=17&type=section&id=Item%209C.Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None[102](index=102&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=18&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Jaymes Winters and a seven-member board with independent directors, an Audit Committee, and noted potential conflicts of interest Executive Officers and Directors | Name | Position | | :--- | :--- | | Jaymes Winters | Chief Executive Officer and Director | | Alexander Monje | Chairman of the Board | | Vlad Prantsevich | Chief Financial Officer and Director | | David Campbell | Director | | Michael Patterson | Director | | Karin-Joyce (KJ) Tjon | Director | | Yvonne Brown | Director | - The board has **seven** members, with **five** determined to be independent: David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, Yvonne Brown, and Alexander Monje[116](index=116&type=chunk) - An Audit Committee has been established, chaired by Karin-Joyce (KJ) Tjon, who qualifies as an "audit committee financial expert"[117](index=117&type=chunk)[118](index=118&type=chunk) - CEO Jaymes W. Winters II filed for Chapter 7 bankruptcy in **August 2017** to address a judicial lien on his personal residence; the case is now closed[128](index=128&type=chunk) - Officers and directors have pre-existing fiduciary or contractual obligations to other entities, potentially creating conflicts of interest regarding business opportunities[129](index=129&type=chunk)[132](index=132&type=chunk) [Executive Compensation](index=26&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers have not received cash compensation, but an affiliate of the sponsor is paid **$10,000** monthly for administrative support, with future compensation to be determined post-combination - No officers have received any cash compensation for services rendered to the company[140](index=140&type=chunk) - The company pays Mach FM, a sponsor affiliate, **$10,000** per month for office space, utilities, and administrative support[140](index=140&type=chunk) - Officers and directors will be reimbursed for out-of-pocket expenses related to identifying and performing due diligence on potential business combinations[140](index=140&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=26&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 16, 2023**, the sponsor and its manager are the largest beneficial owners, each holding **19.84%** of common stock, with other significant holders and founder share lock-up provisions 5% Beneficial Owners (as of March 16, 2023) | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | Mach FM Acquisitions LLC | 19.84% | | Patrick Orlando | 19.84% | | Boothbay Fund Management, LLC | 6.18% | | Saba Capital Management, L.P. | 6.33% | - Patrick Orlando, as manager of the sponsor Mach FM Acquisitions LLC, may be deemed to have beneficial ownership of the securities held by the sponsor[148](index=148&type=chunk) - Founder shares are subject to transfer restrictions until six months post-business combination or certain stock price targets are met[147](index=147&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=29&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has related party transactions primarily with its sponsor, including founder share and private warrant purchases, an administrative services agreement, and audit committee oversight - The sponsor, Mach FM Acquisitions LLC, purchased **3,087,500** founder shares for an aggregate price of **$25,000**[150](index=150&type=chunk) - The sponsor purchased **5,405,000** Private Warrants at **$1.00** per warrant, for total proceeds of **$5,405,000**[151](index=151&type=chunk) - An administrative services agreement pays the Sponsor **$10,000** per month for office space and support, with payments deferred until the business combination[154](index=154&type=chunk) - The company's audit committee is responsible for reviewing and approving related party transactions[157](index=157&type=chunk) [Principal Accounting Fees and Services](index=31&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company's independent auditor is Marcum LLP, with audit fees of approximately **$77,250** for **2022**, and the audit committee pre-approves all services Principal Accountant Fees (Marcum LLP) | Fee Category | 2022 | 2021 (Inception) | | :--- | :--- | :--- | | Audit Fees | ~$77,250 | ~$73,130 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee pre-approves all auditing services and permitted non-audit services to be performed by the auditors[168](index=168&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=33&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key corporate and transactional documents related to the IPO and governance - This section provides an index of all exhibits filed with the Annual Report on Form 10-K, including foundational legal and financial documents[170](index=170&type=chunk)[280](index=280&type=chunk) [Form 10-K Summary](index=60&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[282](index=282&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-199387 ...