Honeycomb Battery Company (“Honeycomb”), an advanced battery
technology subsidiary of Global Graphene Group, Inc., focused on
the development and commercialization of battery materials,
components, cells, and selected module/pack technologies, and Nubia
Brand International Corp. (NASDAQ: NUBI) (“Nubia”), a special
purpose acquisition company, today announced the signing of a
definitive agreement (the “Business Combination Agreement”) for a
proposed merger of the two companies. The companies intend for the
combined entity’s common stock to be listed on the Nasdaq Stock
Market.
Assuming no redemptions by Nubia public
stockholders, upon closing, the combined entity could have access
to as much as $118 million in net cash (after paying transaction
expenses) from the Nubia trust account. Final proceeds will depend
upon redemption rates of current Nubia stockholders at the
consummation of the proposed transaction.
Dr. Bor Jang, CEO of Honeycomb, said: “HBC is
excited to have this opportunity to move forward and expand the
production of silicon-rich anode materials that will greatly
improve the driving range of EVs. HBC is ranked among the best in
silicon-anode IP and among the global leaders in solid-state
battery IP; we plan to quickly move forward with its full-scale
commercialization. Our goal is to enable EVs to drive farther,
charge faster, operate safer, and cost less.”
Jaymes Winters, CEO of Nubia, added:
“Honeycomb’s portfolio of intellectual property related to battery
storage technology, advanced research and development capabilities
and potential product pipeline makes it the ideal partner to lead
the electric mobility revolution. We are pleased to partner with
Honeycomb, and have been extremely impressed by its talented team
and its superior technical, academic and manufacturing expertise.
The overall economics of the proposed deal and Honeycomb’s
commercialization plan provide an incredibly attractive opportunity
for our stakeholders to play a key role in the fast-growing EV
industry.”
The Business Combination Agreement has been
approved by the board of directors of each of Honeycomb and Nubia.
Certain stockholders of both Honeycomb and Nubia have entered into
agreements pursuant to which they have committed to vote their
respective shares in favor of the business combination.
The Honeycomb - Nubia Business
Combination Agreement
Under the terms of the Business Combination
Agreement with Nubia, Nubia Merger Sub, Inc., an Ohio corporation
(“Merger Sub”), and wholly owned subsidiary of Nubia, will merge
with and into Honeycomb, after which Honeycomb will be the
surviving company and a wholly owned subsidiary of Nubia.
Nubia will issue 70 million shares of its common
stock (current valuation of $700 million) to the security holders
of Honeycomb, plus contingent earnout payments of up to 22.5
million shares of common stock (current valuation of $225.0
million) if certain stock price targets are met as set forth in the
definitive business combination agreement. The transactions
contemplated by the Business Combination Agreement and the
ancillary agreements thereto are referred to, collectively, as the
“Transaction.”
The Business Combination Agreement contains
covenants in respect of non-solicitation of alternative acquisition
proposals.
The proposed business combination is expected to
close in the second quarter of 2023, subject to the satisfaction of
customary closing conditions, including clearance by the U.S.
Securities and Exchange Commission (“SEC”) of a proxy statement
that Nubia is required to file with the SEC, required Nasdaq
approval, and the approval of the proposed Transaction and the
Business Combination Agreement by a majority of the stockholders of
Honeycomb and a majority of Nubia stockholders voting to approve
thereon. Post-closing, the combined company’s board of directors
will include seven directors, five of whom will be nominated by
Honeycomb and two of whom will be nominated by Nubia. Additional
information may be found in the Current Reports on Form 8-K being
filed by Nubia with the SEC in connection with the announcement of
the execution of the Business Combination Agreement.
Honeycomb intends to use the proceeds from the
proposed Transaction to expand its manufacturing and research
capability.
Advisors
Arbor Lake Capital Inc. is serving as consultant
to Honeycomb. Benesch, Friedlander, Coplan & Aronoff LLP is
serving as legal counsel to Honeycomb.
EF Hutton, division of Benchmark Investments,
LLC, is serving as capital markets advisor to Nubia. Loeb &
Loeb LLP is serving as legal counsel to Nubia.
About Honeycomb
Honeycomb Battery Co. (“Honeycomb” or “HBC”),
formerly the energy solutions division of Global Graphene Group,
Inc. (G3), is a Dayton, Ohio, USA-based advanced battery technology
company focused on the development and commercialization of battery
materials, components, cells, and selected module/pack
technologies.
About Nubia Brand International
Corp.
Nubia is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or similar
business combination with one or more businesses.
Additional Information about the
Proposed Transaction and Where to Find It
This press release relates to a proposed
transaction between Honeycomb and Nubia. This press release does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, Nubia intends to file
relevant materials with the SEC, including a proxy statement (that
includes a preliminary proxy statement, and when available, a
definitive proxy statement). Promptly after filing its definitive
proxy statement with the SEC, Nubia will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the Special Meeting relating to the transaction. Nubia urges its
investors, stockholders and other interested persons to read, when
available, the proxy statement as well as other documents filed
with the SEC because these documents will contain important
information about Nubia, Honeycomb and the business combination.
Once available, stockholders will also be able to obtain a copy of
the proxy statement and other documents filed with the SEC without
charge, by directing a request to: Nubia Brand International Corp.,
Attn: Jaymes Winters, 13355 Noel Rd, Suite 1100, Dallas, TX. The
preliminary and definitive proxy statement, once available, can
also be obtained, without charge, at the SEC’s website
(www.sec.gov).
Participants in the
Solicitation
Nubia and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Nubia stockholders with respect to the proposed transaction.
Information about Nubia’s directors and executive officers and a
description of their interests in Nubia will be included in the
proxy statement for the proposed transaction and be available at
the SEC’s website (www.sec.gov). Additional information regarding
the interests of such participants will be contained in the proxy
statement for the proposed transaction when available.
Honeycomb and its directors and executive
officers also may be deemed to be participants in the solicitation
of proxies from the stockholders of Nubia in connection with the
proposed transaction. Information about the Company’s directors and
executive officers and information regarding their interests in the
proposed transaction will be included in the proxy statement for
the proposed transaction.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, exchange,
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Forward-Looking Statements
This press release contains certain statements
that are not historical facts and are forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Transaction between Nubia and Honeycomb. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“think,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“seeks,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i)
changes in domestic and foreign business, market, financial,
political and legal conditions; (ii) the inability of the parties
to successfully or timely consummate the proposed Transaction,
including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the proposed Transaction or that the approval of the
shareholders of Nubia or Honeycomb is not obtained; (iii) the
outcome of any legal proceedings that may be instituted against
Honeycomb or Nubia following announcement of the proposed
Transaction; (iv) failure to realize the anticipated benefits of
the proposed Transaction; (v) risks relating to the uncertainty of
the projected financial information with respect to Honeycomb; (vi)
risks related to the performance of Honeycomb’s batteries; (vii)
the extent to which original equipment manufacturers may elect to
pursue other battery cell technologies; (viii) risks related to the
safety of Honeycomb’s high-capacity anode and high-energy
solid-state battery technology, for which only preliminary safety
testing has occurred and for which additional and extensive safety
testing will need to occur prior to being installed in electric
vehicles; (ix) risks related to any substantial increases in the
prices for Honeycomb’s raw materials and components, some of which
are obtained from a limited number of sources where demand may
exceed supply; (x) consumers’ willingness to adopt electric
vehicles; (xi) risks related to Honeycomb being an early-stage
company with a history of financial losses that expects to incur
significant expenses and continuing losses for the foreseeable
future; (xii) the possibility that Honeycomb may require additional
capital to support business growth, and that this capital might not
be available on commercially reasonable terms or at all; (xiii)
Honeycomb’s heavy reliance on owned intellectual property, which
includes patent rights, trade secrets, copyright, trademarks, and
know-how, and its ability to protect and maintain access to these
intellectual property rights; (xiv) risks related to the
intentional disruption, security breaches and other security
incidents, or alleged violations of laws, regulations, or other
obligations relating to data handling of Honeycomb’s technology and
its website, systems, and data it maintains; (xv) the amount of
redemption requests made by Nubia’s public stockholders; (xvi) the
ability of Nubia or the combined company to issue equity or
equity-linked securities in connection with the proposed
transactions or in the future; (xvii) the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; (xviii) the impact of the global COVID-19 pandemic
on Honeycomb, Nubia, the combined company’s projected results of
operations, financial performance or other financial metrics, or on
any of the foregoing risks; and (xix) those factors discussed in
Nubia’s filings with the SEC and that will be contained in the
proxy statement relating to the proposed Transaction.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties that will be described in the “Risk
Factors” section of the preliminary proxy statement and the
amendments thereto, the definitive proxy statement, and other
documents to be filed by Nubia from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and while Nubia and Honeycomb may elect to update these
forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither of Nubia or Honeycomb
gives any assurance that Nubia or Honeycomb, or the combined
company, will achieve its expectations. These forward-looking
statements should not be relied upon as representing Nubia’s or
Honeycomb’s assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Investor Relations Contact
Honeycomb Contact Dr. Bor JangChief Executive
OfficerHoneycomb Battery Companybor.jang@angstronmaterials.com
Nubia Contact Jaymes Winters Chief Executive
Officer Nubia Brand International Corp. jaymes@nubiabrand.us
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