Solidion(STI) - 2022 Q4 - Annual Report

Part I Business 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] - On February 16, 2023, the company entered a Merger Agreement with Honeycomb Battery Company, with Nubia to be renamed upon closing[23] 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] - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing reduced disclosure obligations[43][47] Risk Factors 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] Unresolved Staff Comments The company has no unresolved staff comments - Not applicable[52] Properties 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] Legal Proceedings 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][54] Mine Safety Disclosures This item is not applicable to the company - Not applicable[55] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - The company has not paid cash dividends and does not intend to prior to completing an initial business combination[59] - Simultaneously with the IPO, the Sponsor purchased 5,405,000 private warrants at $1.00 per warrant, generating $5,405,000 in proceeds[61] [RESERVED] 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][203] - 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] - The company has an administrative support agreement to pay a Sponsor affiliate $10,000 per month for office space and support services[84] Quantitative and Qualitative Disclosures About Market Risk 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] Financial Statements and Supplementary Data 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] 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][277][278] Changes in and Disagreements with Accountants on Accounting and Financial Disclosures The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[96] Controls and Procedures 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] - The annual report does not include a management assessment of internal control over financial reporting, as permitted for newly public companies[99] - There were no material changes in internal control over financial reporting during the year ended December 31, 2022[100] Other Information The company reported no other information - None[101] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - None[102] Part III Directors, Executive Officers and Corporate Governance 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] - An Audit Committee has been established, chaired by Karin-Joyce (KJ) Tjon, who qualifies as an "audit committee financial expert"[117][118] - 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] - Officers and directors have pre-existing fiduciary or contractual obligations to other entities, potentially creating conflicts of interest regarding business opportunities[129][132] Executive Compensation 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] - The company pays Mach FM, a sponsor affiliate, $10,000 per month for office space, utilities, and administrative support[140] - Officers and directors will be reimbursed for out-of-pocket expenses related to identifying and performing due diligence on potential business combinations[140] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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] - Founder shares are subject to transfer restrictions until six months post-business combination or certain stock price targets are met[147] Certain Relationships and Related Transactions, and Director Independence 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] - The sponsor purchased 5,405,000 Private Warrants at $1.00 per warrant, for total proceeds of $5,405,000[151] - An administrative services agreement pays the Sponsor $10,000 per month for office space and support, with payments deferred until the business combination[154] - The company's audit committee is responsible for reviewing and approving related party transactions[157] Principal Accounting Fees and Services 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] Part IV Exhibits, Financial Statement Schedules 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][280] Form 10-K Summary This item is not applicable - None[282]