Nubia Brand International Corp. (the “Company” or “Nubia”),
announced today that the conditions to closing the business
combination (the “Business Combination”) between the Company and
Honeycomb Battery Company (“Honeycomb”), as described in the
definitive proxy statement initially filed by Nubia with the SEC on
November 8, 2023 (the “Proxy Statement”), have not yet been
satisfied and the Business Combination has not closed.
The parties are working together to expeditiously satisfy such
closing conditions, including obtaining the approval of Nasdaq to
list the post-combination company’s common stock following the
closing of the Business Combination. There can be no assurance that
the Business Combination will be consummated within the time period
required by Nubia’s governing documents. If the Business
Combination is not completed by March 15, 2024, Nubia may, among
other things, cease all operations except for the purpose of
winding up and, as promptly as reasonably possible, redeem shares
of Nubia Class A common stock (the "Nubia Class A Shares") issued
in Nubia’s initial public offering at a per-share price payable in
cash, which will be equal to the aggregate amount then on deposit
in Nubia's trust account, including interest earned on the funds
held in the trust account and not previously released to Nubia
(less taxes payable and up to US$100,000 of interest to pay
dissolution expenses), divided by the number of Nubia Class A
Shares then outstanding.
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.
About Honeycomb
Honeycomb formerly the energy solutions division of Global
Graphene Group, Inc., 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.
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 has filed relevant
materials with the SEC, including the Proxy Statement. Nubia mailed
the 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 the Proxy Statement as well as other documents filed with the
SEC because these documents contain important information about
Nubia, Honeycomb and the Business Combination. 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 Proxy Statement 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 is included in the Proxy Statement and is
available at the SEC’s website (www.sec.gov). Additional
information regarding the interests of such participants is
contained in the Proxy Statement.
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 is included in the Proxy Statement.
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
contained in the Proxy Statement.
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 Proxy Statement, and other documents filed by Nubia 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.
Contact Information:
Jaymes Winters Chief Executive Officer Nubia Brand International
Corp. jaymes@nubiabrand.us
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