Solidion Technology Inc.

09/16/2024 | Press release | Distributed by Public on 09/16/2024 10:15

Material Agreement Form 8 K

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.