Nubia Brand International Corp. *

Nubia Brand International Corp. *

Nov 16, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Honeycomb Battery Company

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Nubia Brand International Corp. proposes to combine with Honeycomb Battery Company.

Honeycomb Battery Co., 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.


EXTENSION – 12/15/23 – LINK

  • The SPAC approved the extension from December 15, 2023 to March 15, 2023.
    • No shares were redeemed.
    • There will be no contribution to trust.

SUBSEQUENT EVENT – 12/13/23 – LINK

Forward Purchase and Subscription Agreement

  • On December 13, 2023, NUBI entered into a Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC.
    • This agreement involves the potential purchase of up to 9.9% of NUBI’s shares after a business combination with Solidion Technology, Inc.
    • The agreement sets conditions for share purchases, sale terms, and price adjustments.
    • It includes provisions for prepayment shortfalls, share valuation, and settlement adjustments.
    • The agreement also outlines the rights and obligations of both parties in various scenarios, including termination options and compliance with tender offer regulations.
  • Under the Subscription Agreements, the Forward Purchase Investors will subscribe and buy, while NUBI will issue and sell to them, a specific number of shares at a set price at the closing of their deal.
    • When this happens, all existing shares of NUBI, including those sold under these agreements, will be swapped for new common stock shares of Pubco, following the terms outlined in the Merger Agreement.

Non-Redemption Agreement

  • On December 13, 2023, NUBI signed a Non-Redemption Agreement with certain investors (Backstop Investors), each representing various funds and entities.
    • According to the agreement, each Backstop Investor commits to owning no more than the lesser of a specified number of Backstop Shares or 9.99% of NUBI’s total issued shares.
    • They agree not to redeem these shares at the special meeting for approving the Business Combination.
    • After the business combination, NUBI will pay each investor an amount equal to the number of their Backstop Shares multiplied by the Redemption Price, minus $4.00 per share, from the Trust Account.

EXTENSION – 6/16/23 – LINK

  • The SPAC approved the extension from June 15, 2023 to December 15, 2023.
    • 8,430,383 shares were redeemed for $10.55 per share.
    • $125K per month will be deposited into the trust account.

EXTENSION – 3/17/23 – LINK

  • The SPAC approved it auto extension from March 15, 2023 to June 15, 2023
    • $1,235,000 was deposited into the trust account

TRANSACTION

  • 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.
  • 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.
  • The proposed business combination is expected to close in the second quarter of 2023

SPAC FUNDING

  • Forward Purchase and Subscription Agreement – LINK
    • On December 13, 2023, NUBI entered into a Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC.
      • This agreement involves the potential purchase of up to 9.9% of NUBI’s shares after a business combination with Solidion Technology, Inc.
      • The agreement sets conditions for share purchases, sale terms, and price adjustments.
      • It includes provisions for prepayment shortfalls, share valuation, and settlement adjustments.
      • The agreement also outlines the rights and obligations of both parties in various scenarios, including termination options and compliance with tender offer regulations.
    • Under the Subscription Agreements, the Forward Purchase Investors will subscribe and buy, while NUBI will issue and sell to them, a specific number of shares at a set price at the closing of their deal.
      • When this happens, all existing shares of NUBI, including those sold under these agreements, will be swapped for new common stock shares of Pubco, following the terms outlined in the Merger Agreement.

    Non-Redemption Agreement

    • On December 13, 2023, NUBI signed a Non-Redemption Agreement with certain investors (Backstop Investors), each representing various funds and entities.
      • According to the agreement, each Backstop Investor commits to owning no more than the lesser of a specified number of Backstop Shares or 9.99% of NUBI’s total issued shares.
      • They agree not to redeem these shares at the special meeting for approving the Business Combination.
      • After the business combination, NUBI will pay each investor an amount equal to the number of their Backstop Shares multiplied by the Redemption Price, minus $4.00 per share, from the Trust Account.

EARNOUT

  • Company: 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.
    • (i) 5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the closing date of the Transactions (the “Closing Date”) until the second anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $12.50 per share
    • (ii) 7,500,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the date that is forty-two (42) months following the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $15.00 per share
    • (iii) 10,000,000 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the fourth anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $25.00 per share

LOCK-UP

  • Company: six months after the date on which the Effective Time occurs
  • Sponsor: the earlier to occur of:
    • (A) six months after the completion of our initial business combination and
    • (B) if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination

NOTABLE CONDITIONS TO CLOSING

  • The Combined Company’s initial listing application filed with Nasdaq in connection with the Transactions having been approved

NOTABLE CONDITIONS TO TERMINATION

  • By either Nubia or Honeycomb if the Closing does not occur on or prior to September 15, 2023 (the “Outside Termination Date”)
  • Outside Date amended from September 15, 2023 to December 14, 2023.

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.

MANAGEMENT & BOARD


Executive Officers

Jaymes Winters, 59
Chief Executive Officer, Chairman, and Director

With over 15 years of experience as a Chief Executive Officer in the oil and gas, telecommunications and retail spaces with extensive mergers and acquisitions (M&A) experience, Mr. Winters has been Chief Executive Officer at Mach FM Corp. since its inception in 2015 and oversaw 600 MHz spectrum acquisition via an auction conducted by the Federal Communications Commission, or FCC. He designed a Simultaneous Multiple Round (SMR) analysis using historical data from previous FCC auctions to predict the total amount bid by other participants within 5%. Prior to that, he was founder and Chief Executive Officer of United Energy Inc., which for seven consecutive years was one of the largest African American owned businesses on the west coast with annual revenues of nearly $100 million and 1,000 employees. Mr. Winters has directed and negotiated four M&A transactions utilizing private equity firms. For over nine years, he was an adjunct professor in the School of Business at Portland State University teaching business strategy, mergers and acquisitions, venture capital and is the author of an upcoming college textbook titled “Chronicles of an Urban CEO” (Kendall Hunt Publishing Company, August 2021). Mr. Winters holds a B.S. Business Administration with a minor in Economics from Oregon State University.


Vlad Prantsevich, 31
Chief Financial Officer and Director

Mr. Prantsevich joined Mach FM Corp. in 2015 and serves as the EVP of Operations. Mr. Prantsevich leads key corporate strategy, finance and operations planning responsibilities, as well as M&A initiatives that include identifying acquisition candidates, financial modeling, transaction structuring, and proprietary valuation models. Additionally, Mr. Prantsevich has more than 6 years of executive management level experience in charge of Corporate Finance at 64 Audio, a global pro audio and consumer electronics brand, where he helped lead the business through a period of rapid growth, implementing key processes, driving software-based improvements of operations, and development of manufacturing and sales channel partners. Mr. Prantsevich holds a B.S. in Business Administration from Portland State University.



Board of Directors

David Campbell, 60
Director Nominee

Since March 2021, Mr. Campbell has been the Chief Operations Officer for Aero Design Labs, Inc. From January 2018 to March 2021, he was self employed as an aviation consultant. September 2014 to January 2018, he was President and Chief Executive Officer for Horizon Air of the Alaska Air Group (NYSE: “ALK”). He has more than 20 years of experience as an executive in the aviation sector, leading finance, flight operations, maintenance & engineering functions with extensive experience in crisis management, restructuring and turnaround of underperforming operations, billion-dollar budgetary and P&L responsibilities. He has served on boards at American Airlines Federal Credit Union, North Texas Leaders and Executives Advocating Diversity, Greater Portland Inc., and Make-A-Wish. David has a B.S. Business Administration and Management from Louisiana Tech University and an M.B.A. from University of Texas-Arlington.


Michael Patterson, 57
Director Nominee

Since 1985, Mr. Patterson has served as the Chief Administrative Officer and Chief Legal Officer for Blue Cross and Blue Shield of Alabama, where he has held several roles, working his way up from a staff accountant to Senior Legal Counsel and then to Chief Legal Officer, overseeing acquisitions totaling over $500 million in transactional value while adding 700,000 healthcare customers/members for the company. He has served on the board of Lakeshore Foundation, an organization that encourages and provides opportunities for people with disabilities to live a healthy lifestyle through activity, research, advocacy and health promotion. A graduate of the University of Alabama at Birmingham with a Bachelor of Science in Accounting, Patterson received his Juris Doctorate from the Birmingham School of Law in 1993 and was admitted to the Alabama bar that same year. He was appointed and served as the State of Alabama Revenue Commissioner from March 2000 until 2001.


Karin-Joyce (KJ) Tjon, 59
Director Nominee

Currently retired, she served as Chief Financial Officer of Alorica Inc. from July 2018 to May 2020. From February 2017 to August 2017, she served as President and Chief Operating Officer of Scientific Games, Inc. Ms. Tjon has more than 6 years of executive management level experience as a Chief Executive Officer for publicly listed companies and large privately held companies. Ms. Tjon has served as Chief Financial Officer and Executive Vice President for Epiq Systems (NASDAQ: “EPIQ”) where she was responsible for legal, governance and risk compliance as well as all areas of international corporate finance, including financial planning and analysis, accounting, SEC filings, tax planning, investor relations, and SAP support. As a part of the executive team, she worked through a strategic review process which culminated in the sale of the company to a strategic buyer, backed by private equity. At Alvarez & Marsal LLC, a leading global professional services firm, Ms. Tjon served in several interim C-level posts guiding global clients through operational restructurings, business planning and execution, complex negotiations, financial audit and regulatory compliance issues, and technology issues. Ms. Tjon graduated summa cum laude from Ohio University with a B.S.S in Organizational Behavior & Management and received her M.B.A. from Columbia University.


Yvonne Brown, 62
Director Nominee

Currently retired, Ms. Brown was self-employed as an IT management consultant from January 2019 to March 2021. Between November 2014 and July 2018, Ms. Brown served as roles as Director of Digital Business and Director of Transitions at Cognizant Technology Solutions. From March 2013 to June 2014, Ms. Brown served as Vice President of Transition/Transformation Management Services with Xerox Business Services, LLC where she led a global organization providing IT services to clients in diverse industries supporting the Information Technology Outsourcing division’s revenue of over $1 billion. Prior to 2013, Ms. Brown had an extensive career with Electronic Data Systems Inc. and HP Enterprise Services leading the planning and execution of complex transition and transformation mission-critical programs with globally dispersed resources, for IT outsourcing megadeal contracts valued over $100 million. Ms. Brown has more than 20 years of senior management experience in the IT sector and is accomplished in the delivery of technology enablement services, strategic outsourcing, governance, and stakeholder management. Ms. Brown’s experience spans the total range from sales through planning, analysis, solution design, development, testing, integration, and implementation. Ms. Brown has a B.A. in Computer Science from East Carolina University and an M.S. in Engineering Management from Southern Methodist University.


Alexander Monje, 32
Director Nominee

Since May 2021, Mr. Monje has served as Chief Legal Officer of Benessere Investment Group, a consulting and advisory firm with a focus on special purpose acquisition companies. Mr. Monje has spent the last 8 years in law and finance. From 2018 to 2020, Mr. Monje worked as a commercial litigator representing domestic and international investors and entrepreneurs, small to midsize private companies, and public companies in several dispute forums. While in law school, in 2017, Mr. Monje worked in the chambers of Justice R. Fred Lewis at the Florida Supreme Court and, from 2015 to 2017, worked as a law clerk for a law firm focusing on commercial litigation and corporate transactions. From 2014 to 2015, Mr. Monje worked in institutional equity sales at Gabelli & Company. From 2013 to 2014, Mr. Monje worked in investment management at Morgan Stanley. He graduated with Honors from the University of Miami School of Law and earned his B.S. from the University of Miami.