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Forward Purchase Agreement and Private Placement Financing | 6 Months Ended
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Jun. 30, 2026
Forward Purchase Agreement and Private Placement Financing [Abstract] |
FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING | NOTE 9 — FORWARD PURCHASE AGREEMENT AND PRIVATE PLACEMENT FINANCING 2026 Private Placement On June 7, 2026, the Company entered into a securities purchase agreement with an institutional investor (the “2026 Investor”), pursuant to which the Company agreed to issue and sell, in a private placement, (i) 750,000 shares of common stock at a purchase price of $15.00 per share and (ii) pre-funded warrants to purchase up to 1,583,000 shares of common stock at a purchase price of $14.9999 per Pre-Funded Warrant. The 2026 Private Placement closed on June 9, 2026. The Company received aggregate gross proceeds of approximately $35.0 million and net proceeds of approximately $32.2 million after deducting the placement agent fee of 7% of gross proceeds and other offering expenses. The shares, the Pre-Funded Warrants, and the Placement Agent Warrants (as defined below) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) thereunder. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole placement agent. In addition to the cash fee, the Company issued to the placement agent warrants to purchase up to 116,650 shares of common stock (the “Placement Agent Warrants”), representing 5% of the total securities sold at the closing. See Note 8 for the terms and accounting treatment of the Pre-Funded Warrants and the Placement Agent Warrants. Total offering costs, consisting of cash costs of $2,814,747 and the $1,938,014 grant-date fair value of the Placement Agent Warrants, were allocated between the common stock and the Pre-Funded Warrants issued in the 2026 Private Placement on the basis of their relative fair values at issuance and recorded as a reduction of the gross proceeds within additional paid-in capital. Because both the common stock and the Pre-Funded Warrants are classified within stockholders’ equity, the allocation had no effect on the amounts recognized in the condensed consolidated financial statements, and no offering costs were charged to expense. See Note 3 for the Company’s accounting for offering costs, including the write-off of deferred offering costs associated with a previously proposed offering that was abandoned during the period. Pursuant to the 2026 Purchase Agreement, the Company agreed to register the resale of the shares and the shares of common stock underlying the Pre-Funded Warrants. The Company filed a registration statement on Form S-1 on June 12, 2026, which was declared effective by the SEC on June 22, 2026. In connection with the 2026 Private Placement, the Company’s directors, executive officers and holders of more than 10% of its common stock (on a fully diluted basis) entered into lock-up agreements restricting sales of the Company’s securities from June 7, 2026 until August 6, 2026 (forty-five days following the effective date of the registration statement), subject to certain exceptions and release with the prior written consent of the placement agent, and the Company agreed to certain restrictions on the issuance and sale of its common stock or common stock equivalents through the same date, subject to customary exceptions. See Note 5 for a waiver obtained from parties to a prior securities purchase agreement in connection with the 2026 Private Placement. Forward Purchase Agreement On December 13, 2023, Nubia entered into the FPA with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (collectively, the “Seller” or “Forward Purchase Investors”). For purposes of the FPA, Nubia is referred to as the “Counterparty” prior to the consummation of the Merger, while Solidion Technology, Inc. (“Pubco”) is referred to as the “Counterparty” after the consummation of the Merger. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the FPA previously filed with the SEC. Pursuant to the terms of the Forward Purchase Agreement, Seller intends, but is not obligated, to, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, purchase up to 9.9% of the total Class A ordinary shares, par value $0.0001 per share (“Additional Shares”) outstanding following the closing of the Merger, as calculated by Seller (the “Purchased Amount”), less the number of NUBI Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”). Seller will not be required to purchase an amount of NUBI Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total NUBI Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement. The FPA provides for a prepayment shortfall equal to 0.50% of the product of Recycled Shares and the Initial Price. The Seller may conduct Shortfall Sales at its discretion to recover this shortfall without triggering early termination obligations. The Prepayment Amount payable to the Seller is calculated based on the number of shares purchased and the redemption price, less any prepayment shortfall, and is funded from the Counterparty’s Trust Account. Additionally, up to 4,000 shares may be purchased at the Initial Price. Following the Closing, the reset price (the “Reset Price”) was initially the Initial Price. The Reset Price will be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Merger to be the lowest of (a) the then current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks; provided the Reset Price shall be subject to reduction upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering. The Seller also retains the right to terminate part or all of the transaction through Optional Early Termination (OET) by providing notice, with corresponding payment obligations based on the Reset Price. The Valuation Date for settlement occurs at the earlier of three years post-Merger, specified adverse events (e.g., delisting or registration failure), or at the Seller’s discretion. Upon settlement, adjustments may be made in cash or shares, depending on the circumstances. The Seller has waived redemption rights for Recycled Shares, which may impact the overall redemption levels and market perception of the Merger. The FPA complies with tender offer regulations, including Rule 14e-5 under the Securities Exchange Act of 1934. On February 2, 2024, upon consummation of the Merger, NUBI made a payment to each Forward Purchase Investor in respect of their respective Recycled Shares. This payment totaled 147 shares and included a cash payment of $80,241 released from the trust account. The payment was calculated as an amount equal to (a) the number of Recycled Shares multiplied by the redemption price per share (the “Initial Price”) as defined in Section 9.2(b) of NUBI’s Certificate of Incorporation, effective as of March 10, 2023, as amended from time to time (the “Certificate of Incorporation”), less (b) the prepayment Shortfall. Additionally, on February 2, 2024, NUBI made a payment to Forward Purchase Investors of $2,193,800 from the trust account as reimbursement for the 4,000 consideration shares. On January 17, 2024, the Company received a Pricing Date Notice from the Forward Purchase Investors specifying 116,771 Additional Shares. On March 22, 2024, the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 160,771. On June 11, 2024 the Company received an amended Pricing Date Notice revising the total number of Additional Shares to 190,860. On August 29, 2024, the Additional Shares were issued to the Forward Purchase Investors. Upon the issuance of the 190,860 Additional Shares to the Forward Purchase Investors on August 29, 2024, the Company recognized (i) an increase to APIC of $3,124,379, measured at the fair value of the shares at the time of share issuance, (ii) a corresponding stock subscription receivable of $2,372,232 as a contra-equity component within stockholders’ equity (deficit), representing the consideration receivable for the shares issued, and (iii) a $752,147 loss on issuance of common stock within Other Income (Expense) was recognized representing the difference between the face value of the stock subscription receivable and its present value. The stock subscription receivable is presented as a reduction to total stockholders’ equity (deficit) until the receivable is settled. The discount of $752,147 is being accreted using the effective interest method over the remaining term of the FPA from August 29, 2024 through February 2, 2027, with each period’s accretion recorded as an increase to both the stock subscription receivable and APIC within stockholders’ equity (deficit), with no impact on the statements of operations. Accretion for the six months ended June 30, 2026 was $159,618. The stock subscription receivable balance as of June 30, 2026 was $3,001,045. The Company accounts for the FPA as a liability-classified instrument due to the settlement provisions. The resulting fair value is recorded as a derivative liability on the condensed consolidated balance sheets. The Company records changes in the fair value of the FPA as a non-cash other income (expense) within change in fair value of derivatives account on the Company’s condensed consolidated statements of operations. The Company utilized a Monte Carlo simulation model to determine the fair value of the FPA, comprising Recycled Shares of 147 and Additional Shares of 190,860, totaling 191,007 shares (the “FPA Shares”) as of June 30, 2026 and December 31, 2025. The model estimated the total present value of the Company’s proceeds at $7,670 and the total present value of the Company’s liability at $1,764,383, resulting in a net liability of approximately $1,756,700 as of June 30, 2026. As a result, the Company recognized non-cash gain (loss) from changes in the fair value of derivatives of $(542,600) and $(368,000) for the three and six months ended June 30, 2026, compared to $381,800 and $5,269,700 for the three and six months ended June 30, 2025.

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