What changed in this filing

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Item 9A. Controls and Procedures

2024-04-12 compared with 2023-03-17 · 927 added, 1248 removed, 481 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures

were effective.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

AND PROCEDURES

Disclosure controls and procedures are designed to

ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period

ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our

principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure

controls and procedures were not effective as of December 31, 2023 due to the Company utilizing

cash withdrawn from the trust account for tax obligations for operating purposes.

In hindsight, the amounts withheld from the trust should

have been promptly remitted, or held as restricted cash.

Since the business combination has been completed and the trust no longer exists,

any remedial measures to correct this would be futile.

The tax obligation has been entered as income taxes payable and the Company intends

to remit payment as soon as practically possible, in conjunction with applicable tax authority deadlines.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K does not

include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our

independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a material misstatement

of our consolidated financial statements would be prevented or detected.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Internal control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and

Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December

31, 2023 based on the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

As disclosed above, our management concluded that our internal control over financial

reporting were not effective as of that date, due to the Company utilizing cash withdrawn from the trust account for tax obligations for

operating purposes.

In addition, as an emerging growth company,

management’s assessment of internal control over financial reporting was not subject to attestation by our independent registered

public accounting firm.

Changes in Internal Control over Financial

3 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

The following table sets forth information about

our directors and executive officers as of the date of this annual report.

Jaymes Winters

Chief Executive Officer and Director

Alexander Monje

Chairman of the Board

Vlad Prantsevich

Chief Financial Officer and Director

David Campbell

Michael Patterson

Karin-Joyce (KJ) Tjon

Jaymes Winters is our Chief Executive Officer.

With over 15 years 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 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

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.

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).

Winters holds a B.S.

Business Administration with a minor in Economics from Oregon State University.

Alexander Monje has been the chairman of our board of directors since

March 10, 2022.

Since February 2022, Mr.

Monje is the Founder and CEO of Biscayne Ventures Advisors.

From 2021 to 2022, Mr.

as Chief Legal Officer of Benessere Investment Group, a consulting and advisory firm with a focus on special purpose acquisition companies.

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.

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.

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.

Vlad Prantsevich is our Chief Financial Officer

and a member of our board of directors.

Prantsevich joined Mach FM Corp.

in 2015 and serves as the EVP of Operations.

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.

Prantsevich holds a B.S.

in Business Administration

from Portland State University.

David Campbell has been a director since March

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:

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.

Business Administration and Management from Louisiana Tech University and an M.B.A.

from University of Texas-Arlington.

Michael Patterson has been a director since March

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

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 has been a director since

March 10, 2022.

Tjon is also a Director at Volcon, Inc.

(NASDAQ, “VLCN”)

and Kaleyra, Inc.

(NYSE, “KLR”).

Tjon 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.

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.

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.

& 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.

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 has been a director since March 10,

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

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.

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.

Brown’s experience spans the total range from sales through planning, analysis, solution

design, development, testing, integration, and implementation.

Brown has a B.A.

in Computer Science from East Carolina University

in Engineering Management from Southern Methodist University.

Number and Terms of Office of Officers and

Our board of directors has seven members and is

divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed

prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with Nasdaq corporate governance requirements,

we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

of office of the first class of directors, consisting of Yvonne Brown and Michael Patterson will expire at our first annual meeting of

stockholders.

The term of office of the second class of directors, consisting of David Campbell and Karin-Joyce Tjon, will expire

at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Jaymes Winters, Vlad Prantsevich

and Alexander Monje will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of

a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant

Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority

of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer

or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s

board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

Our board of directors determined that David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, Yvonne Brown, and Alexander

Monje are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors

will have regularly scheduled meetings at which only independent directors are present.

Audit Committee

We established an audit committee of the board

of directors.

Michael Patterson, Yvonne Brown and Karin-Joyce (KJ) Tjon serve as members of our audit committee, and Karin-Joyce (KJ)

Tjon chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members

of the audit committee, all of whom must be independent.

Each of Michael Patterson, Yvonne Brown and Karin-Joyce (KJ) Tjon meet the

independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee

is financially literate, and our board of directors has determined that Karin-Joyce (KJ) Tjon qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

We adopted an audit committee

charter, which details the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and oversight

of the work of the independent registered public accounting firm engaged by us;

● pre-approving all audit and permitted non-audit services

to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● setting clear hiring policies for employees or former employees

of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the

independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures,

(ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any

inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered

public accounting firm and us to assess the independent registered public accounting firm’s independence;

● reviewing and approving any related party transaction required

to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public

accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with

regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial

statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting

Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of

the board of directors.

David Campbell, Karin-Joyce (KJ) Tjon and Alexander Monje serve as members of our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee,

all of whom must be independent.

David Campbell, Karin-Joyce (KJ) Tjon and Alexander Monje are independent and Alexander Monje chairs

the compensation committee.

We adopted a compensation committee charter, which

details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer

based on such evaluation;

● reviewing and approving on an annual basis the compensation,

if any is paid by us, of all of our other officers;

● reviewing on an annual basis our executive compensation policies

● implementing and administering our incentive compensation equity-based remuneration

● assisting management in complying with our proxy statement and

annual report disclosure requirements;

● approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report on executive compensation to

be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

Notwithstanding the foregoing, as indicated above,

other than the payment to Mach FM, an affiliate of our sponsor, of $10,000 per month, for up to 18 months, for office space, utilities

and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be

paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they

render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation

of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation

arrangements to be entered into in connection with such initial business combination.

The charter provides that the compensation committee

may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly

responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice

from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee

though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance

with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board

of directors.

The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly

selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate

in the consideration and recommendation of director nominees are David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, Yvonne

Brown, and Alexander Monje.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

As there is no standing

nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election

at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate

a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a code of ethics that applies

to all of our executive officers, directors and employees.

The code of ethics codifies the business and ethical principles that govern

all aspects of our business.

Legal Proceedings Involving Our Officers and

On August 3, 2017, Jaymes W.

our Chief Executive Officer, filed a petition for bankruptcy under Chapter 7 of the Bankruptcy Code (the “Chapter 7 Case”)

in the United States Bankruptcy Court Western District of Washington (Tacoma) (the “Court”) (Case No.

17-42965) to avoid a

$2,480,000 judicial lien against his personal residence obtained by Sterling Savings Bank (the “Sterling Savings Lien”), which

was held by Umpqua Bank, the successor to Sterling Savings Bank.

On November 9, 2018, the Court partially granted Mr.

motion to avoid the judgment lien of Umpqua Bank and all but $160,725.00 of Umpqua Bank’s judicial lien was avoided.

2018, while the Chapter 7 Case was still open, Mr.

Winters filed another petition for bankruptcy under Chapter 13 of the Bankruptcy

Code in the United States Bankruptcy Court Western District of Washington (Tacoma) (Case Number:

3:17-BK-42965) to further protect his

rights in relation to the Sterling Savings Lien.

The Court granted a voluntary dismissal of the Chapter 13 Case on November 27, 2018.

As of the date of this prospectus, both the Chapter 7 Case and the Chapter 13 Case are closed.

Conflicts of Interest

Subject to pre-existing fiduciary or contractual

duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity

as a director or officer of our company to us.

Certain of our officers and directors presently have fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or

she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to

present such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations of our officers or

directors will not materially affect our ability to complete our initial business combination.

Our amended and restated certificate of

incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director

or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers and directors may become officers

or directors of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act,

even prior to us entering into a definitive agreement for our initial business combination.

Potential investors should also be aware of the

following other potential conflicts of interest:

● None of our officers or directors is required to commit his

or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business

● In the course of their other business activities, our officers

and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the

other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

● Our initial stockholders have agreed to waive their redemption

rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business

Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held

by them if we fail to consummate our initial business combination within 12 months (or up to 18 months if our time to complete

a business combination is extended as described herein) after the closing of this offering.

If we do not complete our initial business

combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be

used to fund the redemption of our public shares, and the placement warrants will expire worthless.

With certain limited exceptions,

the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of:

(A) six months after the completion

of our initial business combination and (B) subsequent to our initial business combination, 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.

limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable

or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers

and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which

to effectuate our initial business combination.

● Our officers and directors may have a conflict of interest with

respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

● Our sponsor, officers or directors may have a conflict of interest

with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate

of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation

of our initial business combination.

The warrants would be identical to the placement warrants.

The conflicts described above may not be resolved

in our favor.

In general, officers and directors of a corporation

incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of business;

● it would not be fair to our company and its stockholders for

the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that we renounce

our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person

solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted

to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that

opportunity to us without violating another legal obligation.

Below is a table summarizing the entities to which

our executive officers and directors currently have fiduciary duties or contractual obligations:

Individual (1)

Entity’s Business

Jaymes Winters

Mach FM Corp.

Telecommunications

Vlad Prantsevich

Mach FM Corp.

Telecommunications

Executive Vice President

1964 Ears, LLC

Audio / Electronics

Financial Manager

David Campbell

Aero Design Labs, Inc

Chief Operations Officer

Michael Patterson

Blue Cross Blue Shield of Alabama

Chief Administrative Officer

Karin-Joyce (KJ) Tjon

Electric Vehicles

Kaleyra, Inc.

Alexander Monje

Biscayne Ventures Advisors

Venture Capital

Founder & CEO

(1) Each person has a fiduciary duty with respect to the listed

entities next to their respective names.

(2) Each of the entities listed in this table has priority and preference

relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation

by each such individual of business opportunities.

Accordingly, if any of the above executive officers,

or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has

current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business

combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial

business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair

to our company from a financial point of view.

In the event that we submit our initial business

combination to our public stockholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to

vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately

negotiated transactions) in favor of our initial business combination.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange

Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%

of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports

of changes in ownership of our shares of Common Stock and other equity securities.

These executive officers, directors, and greater than

10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that, during 2022, our directors, executive officers, and

ten percent stockholders complied with all Section 16(a) filing requirements.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND

CORPORATE GOVERNANCE

Information about our executive officers is contained

in the section titled “Executive Officers” in Part I of this Annual Report.

The other information required

by this Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Director

Nominees,” “Continuing Members of the Board of Directors,” “Additional Information Concerning the Board of Directors

of the Company,” Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,”

which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated

by reference in this Annual Report.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements

with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

None of our officers has received any cash compensation

for services rendered to us.

Commencing on the date of March 10, 2022, we have agreed to pay Mach FM, an affiliate of our sponsor, a total

of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination

or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement,

consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate

of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation

of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that

were made to our sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination

will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect

to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials

furnished to our stockholders in connection with a proposed initial business combination.

We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed initial business combination because the directors of the post-combination business will

be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended

to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

with respect to the beneficial ownership of our voting securities by (i) each person who is known by us to be the beneficial owner of

more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and

directors as a group as of March 16, 2023.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The following

table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants or conversion of rights,

as the warrants are not exercisable within 60 days of March 16, 2023 and the rights are not convertible within 60 days of March 16, 2023.

Percentage of

Name and Address of Beneficial Owner (1)

Jaymes Winters

Vlad Prantsevich

David Campbell

Michael Patterson

Karin-Joyce (KJ) Tjon

Alexander Monje

All current directors and executive officers as a group (seven individuals)

Five Percent Holders of Nubia

Mach FM Acquisitions LLC (2)

Patrick Orlando (2)

Boothbay Fund Management, LLC (3)

Saba Capital Management, L.P.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Nubia Brand International Corp., 13355 Noel Rd, Suite 1100, Dallas, TX 75240.

Mach FM Acquisitions LLC, our sponsor, is the record holder of the securities reported herein.

Patrick Orlando is the manager of our sponsor.

By virtue of this relationship, Mr.

Orlando may be deemed to have beneficial ownership of the securities held of record by our sponsor.

Orlando disclaims any such beneficial ownership except to the extent of his pecuniary interests.

Pursuant to a Schedule 13G filed by reporting persons.

The shares are held by one or more private funds (the “Funds”), which are managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”).

Ari Glass is the Managing Member of the Adviser.

Certain subadvisors (“Subadvisors”) have been delegated the authority to act on behalf of the Funds, including exclusive authority to vote and/or direct the disposition of certain Shares held by the Fund, and such Shares may be reported in regulatory filings made by such Subadvisors.

However, this report is being made to the extent that, for the purposes of Reg.

Section 240.13d-3.

The address of the reporting persons is 140 East 45th Street, 14th Floor, New York, NY 10017.

Pursuant to a Schedule 13G filed by reporting persons.

Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr.

Weinstein (together, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated March 21, 2022, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

The address of the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

All of the founder shares issued and outstanding

prior to the IPO are each subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us entered into by

our sponsor, officers and directors.

Those lock-up provisions provide that such securities are not transferable or saleable (i) in the

case of the founder shares (or shares of common stock issuable upon conversion thereof), until the earlier to occur of:

(A) six months

after the completion of our initial business combination and (B) subsequent to our initial business combination, 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.

In the case of the placement warrants, until 30 days after the completion of our initial business combination, except in each case (a)

to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any

affiliates of our sponsor, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate

family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person

or to a charitable organization;

our officers, our directors, the initial stockholders or members of our sponsor;

(d) in the case of an individual, pursuant to a qualified

domestic relations order;

(e) by private sales or transfers made in connection with the consummation of an initial business combination

at prices no greater than the price at which the securities were originally purchased;

(f) in the event of our liquidation prior to the

completion of our initial business combination;

(g) by virtue of the laws of Delaware or our sponsor’s limited liability company

agreement upon dissolution of our sponsor;

or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other

similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities

or other property subsequent to our completion of our initial business combination;

provided, however, that in the case of clauses (a)

through (e) or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions

and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor with respect to such

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Executive

Compensation” and “Director Remuneration,” which will be filed with the SEC no later than 120 days after the close

of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the caption “Security Ownership

of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans,”

which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated

by reference in this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Insider Shares

August 17, 2021, we issued an aggregate of 2,875,000 shares of our Class B common stock to Mach FM Acquisitions LLC to

for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share.

On March 10, 2022, we effectuated a 1.1-for-1 share

split, resulting in an aggregate of 3,162,500 founder shares outstanding.

The Company subsequently forfeit 75,000 founder shares in connection

with the partial exercise of the underwriters’ over-allotment option, resulting in the Sponsor holding 3,087,500 founder shares.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding

shares upon completion of this offering (excluding the representative shares).

The founder shares may not, subject to certain limited

exceptions, be transferred, assigned or sold by the holder .

Simultaneously with the closing of the IPO, we

consummated the private placement with the Sponsor of 5,405,000 Private Warrants at a price of $1.00 per Private Warrant, generating total

proceeds of $5,405,000.

On May 20, 2022, we entered

into an amended and restated promissory note (the “Amended Note”) pursuant to which the Company amended and restated its outstanding

promissory note issued to the Company’s sponsor, Mach FM Acquisitions LLC, on July 27, 2021, in the aggregate principal amount of

$300,000 (the “Original Note”).

Pursuant to the Amended

Note, we amended the Original Note by (i) extending the original maturity date from the date on which we consummated its initial public

offering to a new maturity date which shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below,

and (ii) by permitting the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the

Amended Note into warrants, at a price of $1.00 per warrant, upon consummation of the Company’s initial business combination.

“Repayment/Conversion

Trigger Event” means:

(i) the closing of a merger, consolidation

or other business combination pursuant to which the Company acquires an entity for its initial business combination;

(ii) the liquidation of the Company

on or before the date of the 12 month anniversary of the IPO (or up to the 18 month anniversary of the IPO if the Company extends the

period of time to consummate a business combination), or such later liquidation date as may be approved by the Company’s stockholders,

that occurs while the Amended Note is outstanding or any time thereafter prior to the repayment of the Amended Note.

Administrative Services Agreement

The Company entered into an agreement, commencing

on March 15, 2022 through the earlier of the Company’s consummation of a business combination and its liquidation, to pay the Sponsor

a total of $10,000 per month for office space, utilities, secretarial and administrative support.

However, pursuant to the terms of such

agreement, the Sponsor agreed to defer the payment of such monthly fee.

Any such unpaid amount will accrue without interest and be due

and payable no later than the date of the consummation of initial business combination.

Related Party Policy

We have not yet adopted a formal policy for the

review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were not reviewed, approved

or ratified in accordance with any such policy.

Effective as of March 10, 2022, we adopted a Code

of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our

board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our Code of Ethics,

conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the company.

A form of the Code of Ethics that we adopted is filed as an exhibit to the registration statement

filed with the SEC in connection with this offering.

In addition, our audit committee, pursuant to

a written charter that we adopted effective as of the date of this prospectus, will be responsible for reviewing and approving related

party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee

present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the

members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members

of the audit committee will be required to approve a related party transaction.

A form of the audit committee charter we adopted is filed

as an exhibit to the registration statement filed with the SEC in connection with this offering.

We also require each of our directors

and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we

have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation

will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, for services

rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is).

However, the following payments will be made to our sponsor, officers

or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior

to the completion of our initial business combination:

● Repayment of up to an aggregate of $300,000 in loans made to

us by our sponsor to cover offering-related and organizational expenses;

● Payment to Mach FM, an affiliate of our sponsor, of $10,000

per month, for up to 18 months, for office space, utilities and secretarial and administrative support;

● Reimbursement for any out-of-pocket expenses related to

identifying, investigating and completing an initial business combination;

● Repayment of non-interest bearing loans which may be made

by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with

an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written

agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per

warrant at the option of the lender, upon consummation of our initial business combination.

The warrants would be identical to the placement

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

PRINCIPAL ACCOUNTANT FEES AND

Public Accounting Fees

The firm of Marcum LLP, or

Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services rendered.

For the year ended December

31, 2022 and for the period from June 14, 2021 (inception) through December 31, 2021, fees for our independent registered public accounting

firm were approximately $77,250 and $73,130, respectively, for the services Marcum performed in connection with the audit of our December

31, 2022 and 2021 financial statements included in this Annual Report on Form 10-K, and our IPO.

Audit-Related Fees.

For the year ended December 31, 2022 and for the period from June 14, 2021 (inception) through December 31, 2021, our independent registered

public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

For the year ended

December 31, 2022 and for the period from June 14, 2021 (inception) through December 31, 2021, fees for our independent registered public

accounting firm were approximately $0, for the services Marcum performed in connection with tax compliance, tax advice and tax planning.

The information required by this

Item will be included in our Proxy Statement for the 2024 Annual General Meeting of Stockholders under the captions “Certain Relationships

and Related Party Transactions” and “Director Independence,” which will be filed with the SEC no later than 120 days

after the close of the fiscal year ended December 31, 2023 and is incorporated by reference in this Annual Report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Public Accounting

The firm of Marcum LLP,

or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services

For the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $192,630

and $77,250, respectively, for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial

statements included in this Annual Report on Form 10-K, and our IPO.

Audit-Related

For the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render audit-related

ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately $0, for the services

Marcum performed in connection with tax compliance, tax advice and tax planning.

All Other Fees .

For the year ended December

31, 2022 and for the period from June 14, 2021 (inception) through December 31, 2021, there were no fees billed for products and services

provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT

For the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by our independent registered

public accounting firm other than those set forth above.

AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements:

The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

See attached Exhibit Index of this Annual Report on Form 10-K

financial statements required to be included in this Annual Report on Form 10-K are

included in Item 8 therein.

supplemental schedules have been omitted since the information is either included in the

financial statements or the notes thereto or they are not required or are not applicable.

attached Exhibit Index of this Annual Report on Form 10-K

SOLIDION TECHNOLOGY,

(F/K/A NUBIA BRAND INTERNATIONAL

Reports of Independent Registered Public Accounting Firm (PCAOB Firm # 688 ) F-2

Financial Statements:

Balance Sheets F-3

Statements of Operations F-4

Statements of Changes in Stockholders’ Equity F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Nubia Brand International Corp.

Solidion Technology, Inc.

(f/k/a Nubia Brand International

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Nubia Brand International Corp.

(the “Company”) as of December 31, 2022 and 2021, the related the related statements of

operations, stockholders’ (deficit) equity and cash flows for the year ended December 31, 2022 and for the period from June 14,

2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from June

14, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Solidion Technology, Inc.

(f/k/a Nubia Brand International Corp.) (the “Company”) as of December 31, 2023

and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each

of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the two years in

the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the

Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital

as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to

be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about the Company’s ability to

continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has a significant working capital

deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters

are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB .

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

These consolidated financial statements are the responsibility of the

Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

/s/ Marcum llp

We have served as the Company’s auditor since 2021.

March 16, 2023

NUBIA BRAND INTERNATIONAL CORP.

BALANCE SHEETS

April 11, 2024

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

CONSOLIDATED BALANCE SHEETS

Current Assets:

Prepaid expenses

Derivative asset

Total Current Assets

Investments held in the Trust Account

Deferred offering costs

Cash and investments held in the Trust Account

$ 128,580,035

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current Liabilities:

1 unchanged sentence

Income taxes payable

Excise tax payable

Accrued offering costs

Funds allocated for share redemption

Derivative liabilities

Advances from Related Party

Note payable – Sponsor

Advances from Target

Convertible note – Related Party

Convertible note payable – Sponsor

Total Current Liabilities

3 unchanged sentences

Class A common stock subject to possible redemption;

12,350,000 shares (at redemption value)

Stockholders’ (Deficit) Equity:

2,293,741 and 12,350,000 shares (at redemption value)

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

none issued and outstanding

Class A common stock, $ 0.0001 par value, 100,000,000 shares authorized, 123,500 issued and outstanding (excluding 12,350,000 shares subject to redemption)

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,087,500 and 3,162,500 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively

Class A common stock, $ 0.0001 par value, 100,000,000 shares authorized, 123,500 issued and outstanding (excluding 2,293,741 and 12,350,000 shares subject to redemption as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,087,500 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

( 28,533,570 )

Total Stockholders’ (Deficit) Equity

( 3,895,094 )

Total Liabilities and Stockholders’ (Deficit) Equity

Total Stockholders’ Deficit

( 28,533,250 )

( 3,894,774 )

Total Liabilities and Stockholders’ Deficit

$ 128,580,035

The accompanying notes are an integral part of

these financial statements.

NUBIA BRAND INTERNATIONAL CORP.

OF OPERATIONS

(Inception) Through

these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENTS OF OPERATIONS

Administrative fee – related party

1 unchanged sentence

TOTAL EXPENSES

OTHER (EXPENSE) INCOME

Change in fair value of derivative asset/liabilities

( 18,483,096 )

Income earned on Investments held in Trust Account

1 unchanged sentence

Change in fair value of over-allotment liability

TOTAL OTHER INCOME

Net income (loss) before provision for income taxes

TOTAL OTHER (EXPENSE) INCOME, NET

( 14,686,373 )

Net (loss) income before provision for income taxes

( 18,195,994 )

Provision for income taxes

Net income (loss)

Net (loss) income

$ ( 19,775,602 )

Weighted average number of shares of Class A redeemable common stock outstanding, basic

Basic net income (loss) per share of Class A redeemable common stock

Basic net (loss) income per share of Class A redeemable common stock

Weighted average number of shares of Class A and B non-redeemable common stock outstanding, basic

Basic net income (loss) per share of Class A and B non-redeemable common stock

Basic net (loss) income per share of Class A and B non-redeemable common stock

Weighted average number of shares of Class A redeemable common stock outstanding, diluted

Diluted net income (loss) per share of Class A redeemable common stock

Diluted net (loss) income per share of Class A redeemable common stock

Weighted average number of shares of Class A and B non-redeemable common stock outstanding, diluted

Diluted net income (loss) per share of Class A and B non-redeemable common stock

Diluted net (loss) income per share of Class A and B non-redeemable common stock

The accompanying notes are an integral part of

these financial statements.

NUBIA BRAND INTERNATIONAL CORP.

OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY

FOR THE PERIOD FROM JUNE 14, 2021 (INCEPTION) THROUGH DECEMBER 31,

these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENT OF CHANGES IN STOCKHOLDERs’ (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER

31, 2023 AND DECEMBER 31, 2022

Stockholders’

Balance, June 14, 2021 (inception)

Issuance of Class B common stock to Sponsor

Balance at December 31, 2021

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Proceeds from Private Warrants

Value of transaction costs allocated to the fair value of equity instruments

Value of transaction costs allocated to the fair value

of equity instruments

Class A common stock issued to Representative

Class A Common Stock Redeemable Remeasurement Adjustment at Initial Public Offering

Class A Common Stock Redeemable Remeasurement Adjustment

at Initial Public Offering

( 9,727,508 )

( 3,214,594 )

( 12,942,102 )

Class A Common Stock Redeemable Remeasurement Adjustment

( 1,272,983 )

Forfeiture of Class B Common Stock

Balance at December 31, 2022

( 3,895,094 )

( 3,894,774 )

Class A Common Stock Redeemable Remeasurement Adjustment

( 3,972,489 )

Excise tax on redemption of Class A Common Stock

( 19,775,602 )

Balance at December 31, 2023

$ ( 28,533,570 )

$ ( 28,533,250 )

The accompanying notes are an integral part of

these financial statements.

NUBIA BRAND INTERNATIONAL CORP.

OF CASH FLOWS

these consolidated financial statements.

TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

STATEMENT OF CASH FLOWS

Cash Flows From Operating Activities:

Net income (loss)

$ ( 19,775,602 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Formation and organization costs paid by related parties

Income earned on Investments held in Trust Account

( 3,788,143 )

( 1,812,882 )

Change in fair value of over-allotment liability

Derivative asset/liabilities

Changes in operating assets and liabilities:

Prepaid expenses

Accrued formation and offering costs

Income tax payable

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Net Cash Used In Operating Activities

( 2,661,093 )

Cash Flows From Investing Activities:

Cash withdrawn for taxes

Cash withdrawn for redemptions of Class Common Stock

Cash deposited into Trust Account

( 1,985,000 )

Net Cash Used In Investing Activities

( 125,970,000 )

Net Cash Provided By (Used In) Investing Activities

( 125,970,000 )

Cash Flows From Financing Activities:

Proceeds from convertible note – Sponsor

Proceeds from convertible note

Advances from Related Party

Advances from Target

Payments for redemption of Class A Common Stock

( 89,038,494 )

Sale of Units in the Initial Public Offering, net of underwriting discount

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Payment of offering costs

Net Cash Provided By Financing Activities

Net Cash (Used In) Provided By Financing Activities

( 86,441,335 )

Net change in cash

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Cash at end of period

Supplemental disclosure

Cash paid for income taxes

Supplemental disclosure of non-cash financing activities:

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Class A redeemable Common Stock measurement adjustment at Initial Public Offering

Deferred offering costs paid in exchange for Class B shares

Fair value of representative shares

Fair value of over-allotment option

Excise tax on redemption of Class A Common Stock

Class A Common Stock Redeemable Current Period Remeasurement Adjustment

Deferred offering costs paid by notes payable

Reclassification of redeemed Class A ordinary shares

The accompanying notes are an integral part of

these financial statements.

NUBIA BRAND INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

these consolidated financial statements.

SOLIDION TECHNOLOGY, INC.

(F/K/A NUBIA BRAND INTERNATIONAL

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

AND GOING CONCERN

Nubia Brand International Corp.

(the “Company”)

was incorporated in Delaware on June 14, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Solidion Technology, Inc, formerly known as Nubia

Brand International Corp.

prior to February 2, 2024 (the “Closing Date”) was incorporated in Delaware on June 14, 2021 and

Nubia Merger Sub, Inc., an Ohio corporation, (collectively, the Company”) was formed for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business

Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early

stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

As of December 31, 2022, the Company had not commenced

any operations.

All activity for the period from June 14, 2021 (inception) through December 31, 2022 relates to the Company’s formation

and the initial public offering (“Initial Public Offering” or “IPO”), which is described below.

The Company will

not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will

generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has

selected December 31 as its fiscal year end.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

As of December 31, 2023, the Company had not

commenced any operations.

All activity for the period from June 14, 2021 (inception) through December 31, 2023 relates to the Company’s

formation and the initial public offering (“Initial Public Offering” or “IPO”), which is described below.

Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

On February 16, 2023, the Company entered into

a Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an Ohio corporation (the “Honeycomb”),

the Company, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and wholly-owned subsidiary of the Company, pursuant

to which Merger Sub will merge with and into Honeycomb (the “Merger”) with Honeycomb as the surviving corporation of the

Merger and becoming a wholly-owned subsidiary of the Company.

In connection with the Merger, the Company will change its name to “Honeycomb

Battery Company” or such other name designated by Honeycomb by notice to the Company, which is referred to herein as the “Solidion.”

The board of directors of the Company (the “Nubia Board”) has unanimously (i) approved and declared advisable the Merger

Agreement, the Merger and the other transactions contemplated thereby (collectively, the “Transactions”) and (ii) resolved

to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.

The Merger Agreement provides that the Company

will issue to the Honeycomb stockholders aggregate consideration of 70,000,000 shares of Solidion’s common stock (the “Closing

Merger Consideration Shares”) at the effective time of the Merger Agreement (the “Effective Time”), plus up to an additional

22,500,000 shares of Solidion’s common stock (the “Earnout Shares”) upon the occurrence of the following events (or

earlier upon a change of control of Solidion but subject to (and only to the extent that) the valuation of Solidion’s common stock

implied by such change of control transaction meeting the respective volume weighted average price (“VWAP”), as defined in

the Merger Agreement, thresholds set forth below):

(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 Solidion’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);

(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 Solidion’s Class A common stock is greater than or equal to $15.00 per share

(subject to any adjustment pursuant to the Merger Agreement);

(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 Solidion’s

Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment

pursuant to the Merger Agreement).

The Merger Agreement contains customary representations

and warranties of the parties.

The Merger is accounted for as a reverse recapitalization

with Honeycomb as the accounting acquirer.

February 2, 2024 (the “Closing Date”), the Company consummated the business combination

(the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023

(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such

merger as a wholly owned subsidiary of Nubia, which was renamed “Solidion Technology,

Inc.” upon Closing.

Business Prior to the Business Combination

The registration statement for the Company’s

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price of $ 1.00 per warrant generating additional gross proceeds to the Company of $ 405,000 .

The Company’s ability to commence operations

is contingent upon obtaining adequate financial resources through its Initial Public Offering of 12,350,000 Units (including a partial

exercise of the underwriters’ over-allotment option) at $ 10.00 per Unit, which is discussed in Note 3, and the sale of 5,405,000

Private Placement Warrants (including a partial exercise of the underwriters’ over-allotment option) at a price of $ 1.00 per Private

Placement Warrant in private placements to the Sponsor that will close simultaneously with the Initial Public Offering.

The Company’s management has broad discretion

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is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial

Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets

held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned

on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for

it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

The Company must complete one or more

initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net

assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company owns or acquires

50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

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Trust Account, as described below.

The Company will provide the holders of the outstanding

Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i)

in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with

the Business Combination.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a

tender offer will be made by the Company.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion

of the amount then in the Trust Account (initially to be $ 10.20 per Public Share, plus any pro rata interest then in the Trust Account,

net of taxes payable).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing

Liabilities from Equity .”

If the Company seeks stockholder approval of the

Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in

favor of the Business Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required

by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other

reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”),

conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is

required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has

agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in

favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company

seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate

of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom

such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 %

of the Public Shares, without the prior consent of the Company.

On December 15, 2023 the funds in the Trust Account were moved into a non-interest bearing, segregated

account, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of

the funds held in the Trust Account, as described below.

The holders of the Founder Shares have agreed

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of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public Shares

if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other

provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders

if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any

other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination within 12 months,

by March 15, 2023, the Company may, by resolution of the board if requested by the sponsor, extend the period of time to consummate a

business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination,

by September 15, 2023), subject to the sponsor depositing additional funds into the trust account upon five days advance notice prior

to the applicable deadline (collectively the “Combination Period”).

The Sponsor will deposit into the trust account $ 1,235,000 ,

on or prior to the date of the applicable deadline, for each of the available three-month extensions providing a total possible business

combination period of 18 months at a total payment value of $ 2,470,000 .

The Company deposited $ 1,235,000 into the trust account in March

2023 to fund the automatic 3-month extension to June 15, 2023.

Any such payments would be made in the form of non-interest-bearing loans.

The Company may also seek to amend its charter or governing instruments to extend the time to consummate an initial business combination

in order to effectuate an initial business combination.

If the Company completes an initial business combination, it will, at the option

of the sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all

of the total loan amount into warrants at a price of $ 1.00 per warrant, which warrants are identical to the private warrants.

If the Company has not completed a Business Combination

within the specified period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive

further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case

to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There are no redemption rights or liquidating distributions with respect to the Company’s Units, which will expire worthless if

the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founders Shares have agreed

to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the

Combination Period.

However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public

Shares are entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within

the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held

in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event,

such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution

will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust

Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or

products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (i) $ 10.20 per Public Share or (ii) such lesser amount per Public Share held

in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.20 per public Share due to reductions in

the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims

by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the

Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to

be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective

target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

March 13, 2023, in accordance with the current certificate of incorporation, the Company contributed an aggregate of $ 1,235,000 (or $ 0.10

per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March

15, 2023 to June 15, 2023.

On June 14, 2023, the Company held a special meeting of stockholders (the “Special Meeting”).

the Special Meeting, stockholders approved to amend the Company’s Amended and Restated Certificate of Incorporation to allow the

Company to extend the date by which the Company must consummate a business combination (the “Extension”) on a monthly basis

up to six times from June 15, 2023 (the date that is 15 months from the closing date of the Company’s initial public offering of

units) to December 15, 2023 (the date that is 21 months from the closing date of the IPO).

Company contributed an additional $ 125,000 per month from June through November 2023 for a total of $ 750,000 related to the Special Meeting

Stockholders elected

to redeem an aggregate 8,430,383 or shares of Common Stock in connection with the Special Meeting.

As such, $ 89,038,494 was withdrawn

from the Trust.

In connection with the

redemption, the Company recorded an excise tax liability and equity adjustment of $ 0.9 million.

On December 14, 2023,

the Company held another special meeting of stockholders (the “Second Special Meeting”).

At the Second Special Meeting, stockholders

approved the business combination.

Stockholders elected

to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting.

The funds of $ 17,834,235 are due

and payable to the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date.

the Company recorded a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject

to possible redemption at December 31, 2023 of $ 17,834,235 .

The funds were transferred to the stockholders upon closing of the business

combination on February 2, 2024.

Excise tax, if any,

related to the redemption will be accrued on the date the funds are paid to the stockholders.

Going Concern Consideration

At December 31, 2022, the Company had cash outside

of trust of $ 545,655 and working capital deficit of $ 148,043 .

Further, the Company has incurred and expects to continue to incur significant

costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern ,” management has determined that the Company has funds that are sufficient to fund the

working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated

in the Company’s amended and restated memorandum of association.

However, management has determined that these liquidity risks,

as well as if the Company is unsuccessful in consummating an initial business combination within 15 months, or June 15, 2023 as the Company

deposited $1,235,000 into the trust account in March 2023 to fund the automatic 3-month extension, (or up to 18 months, by September

15, 2023, if the Company extends the period of time to consummate a business combination) from the closing of the IPO, the requirement

that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the

ability to continue as a going concern for the next twelve months from the issuance of this filing.

The balance sheets do not include

any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared

in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), which contemplate

continuation of the Company as a going concern.

On February 2, 2024 (the “Closing Date”),

the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023

(as amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,

which was renamed “Solidion Technology, Inc.” upon Closing.

Since Solidion’s inception, the Company has experienced recurring

net losses and has generated minimal sales.

For the year ended December 31, 2023, Solidion recorded net losses of approximately $ 5,300,000 ,

net cash used in operating activities of approximately $ 4,100,000 and, as of December 31, 2023, had cash and cash equivalents on hand

of approximately $ 1,000 , which factors raise substantial doubt about the Company’s ability to continue as a going concern.

plans to finance its operations with proceeds from the sale of equity securities or debt;

however, there is no assurance that management’s

plans to obtain additional debt or equity financing will be successfully implemented or implemented on terms favorable to the Company.

The balance sheets do not include any adjustments

that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared in conformity with generally

accepted accounting principles in the United States of America (“US GAAP”), which contemplate continuation of the Company

as a going concern.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus

commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have

instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on

the world economy are not determinable as of the date of these financial statements.

The specific impact on the Company’s financial

condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Management is currently evaluating the impact

of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact

is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

The IR Act imposes a 1 % excise tax on

the fair market value of stock repurchases made by covered corporations after December 31, 2022.

The total taxable value of shares repurchased

is reduced by the fair market value of and newly issued shares during the taxable year.

Redemption rights are ubiquitous to nearly

Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption

right, essentially getting their money back.

The Company recorded an excise tax liability and equity adjustment of $ 0.9 million for the

ended December 31, 2023 in connection with Second Special Meeting redemptions.

In February 2022, the Russian Federation and

Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States,

have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action, related sanctions

on the world economy and the ongoing hostilities in the Middle East are not determinable as of the date of these financial statements.

The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of

the date of these financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial statements are presented

in conformity with US GAAP and pursuant to the rules and regulations of the SEC.

Basis of Presentation and Principles of

Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with U.S.

GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany transactions and balances

have been eliminated.

Emerging Growth Company

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growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term due

to one or more future confirming events.

that existed at the date of the balance sheet which management considered in formulating its estimate, could change in the near term

due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

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as of December 31, 2023 and 2022.

Investments held in Trust Account

At December 31, 2022 and 2021, the Company had

$ 127.8 million and $ 0 in investments held in the Trust Account, respectively.

The funds held in Trust are invested only in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in

any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule

2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and

(ii) the distribution of the funds held in the Trust Account.

All of the Company’s investments held in the Trust Account are classified

as trading securities.

Trading securities are presented on the balance sheet at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included

in Income earned on Investments held in Trust Account in the accompanying statements of operations.

The estimated fair value of investments

held in Trust Account are determined using available market information.

and investments held in Trust Account

funds held in Trust are invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund

selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.

Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance

sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held

in Trust Account are included in Income earned on Investments held in Trust Account in the accompanying statements of operations.

estimated fair value of investments held in Trust Account are determined using available market information.

On December 11, 2023

the funds in the Trust Account were moved into a non-interest bearing, segregated account, as determined by the Company, until the earlier

of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.

In fourth quarter of

2023, the Company withdrew approximately $ 187,000 of interest earned in the Trust Account for fiscal year 2023 estimated tax obligations.

The taxes were not paid directly at that time as the tax liabilities are due to be paid subsequently in 2024.

In hindsight, the amounts

withheld from the trust should have been promptly remitted, or held as restricted cash.

The Company remitted approximately $ 82,000 of

the tax obligation in the first quarter 2024 to the relevant tax authorities, and intends to remit remaining payments as soon as practically

possible, in conjunction with applicable tax authority deadlines.

Offering Costs associated with an Initial

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The Company complies with the requirements of

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic

5A, “ Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the Initial

Public Offering based on a relative fair value basis, compared to total proceeds received.

Upon completion of the Initial Public Offering,

offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants by the

relative fair value method.

the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”)

Topic 5A, “ Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the

Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Upon completion of the Initial Public

Offering, offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants

by the relative fair value method.

Total offering costs at the close of the Initial Public Offering were $ 6,951,081 .

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These offering costs, together with the underwriter fees of $ 5,557,500 (of which 4,322,500 is deferred until successful initial

Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public Offering.

In addition, the Company recorded the fair value of $ 776,815 for representative shares issued upon close of the Public Offering as well

as the fair value of the remaining over-allotment option of $ 19,432 as offering costs.

Business Combination), were allocated between temporary equity in a relative fair value method upon completion of the Initial Public

In addition, the Company recorded the fair value of $ 776,815 for representative shares issued upon close of the Public Offering

as well as the fair value of the remaining over-allotment option of $ 19,432 as offering costs.

Class A ordinary shares subject to possible

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rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future

Accordingly, at December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $ 127,242,983

are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

The Company recognizes changes in redemption value

immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of

each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from

initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in charges

against additional paid-in capital and accumulated deficit of approximately $ 12.9 million.

The valuation of common stock subject to redemption

includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution

expense of up to $ 100,000 since it is only taken into account in the event of the Company’s liquidation.

At December 31, 2022, the Class A common stock

subject to possible redemption reflected in the balance sheet is reconciled in the following table:

Accordingly, at December 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in

the amount of approximately $ 24.3 million and $ 127.2 million, respectively, are presented as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheets.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the

end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment

from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in

charges against additional paid-in capital and accumulated deficit of approximately $ 4.8 million and $ 12.9 million for the year ended

December 31, 2023 and December 31, 2022, respectively.

The valuation of common stock subject to redemption includes the Company’s

estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $ 100,000

since it is only taken into account in the event of the Company’s liquidation.

At December 31, 2023 and December 31, 2022, the

Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:

Gross proceeds

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Remeasurement adjustment for the year ended December 31, 2022

Class A common stock subject to possible redemption

Class A common stock subject to possible redemption as of December 31, 2022

Transfer to funds payable to redeemed Class A stockholders

( 17,834,235 )

( 89,038,494 )

Remeasurement adjustment for the year ended December 31, 2023

Class A common stock subject to possible redemption as of December 31, 2023

Funds payable to redeemed Class A stockholders

On December 14, 2023,

the Company held a second special meeting of stockholders (the “Second Special Meeting”).

In connection with the Second Special

Meeting, stockholders elected to redeem an aggregate 1,625,876 shares of Common Stock.

The funds of $ 17,834,235 are due and payable to

the redeeming stockholders on the earlier of the closing of the business combination or the liquidation date.

As such, the Company recorded

a Funds payable to redeemed Class A stockholders at December 31, 2023 and reduced Class A common stock subject to possible redemption

at December 31, 2023 of $ 17,834,235 as the funds are considered redeemed, but pending distribution.

The funds were transferred to the

stockholders upon closing of the business combination on February 2, 2024.

Excise tax, if any,

related to the redemption will be accrued on the date the funds are paid to the stockholders.

The Company follows the asset and liability method

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and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to

apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and

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to income tax examinations by major taxing authorities since inception.

The Company has identified the United States as

its only “major” tax jurisdiction.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

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compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits

will materially change over the next twelve months.

The Company’s management does not expect that the total amount of unrecognized tax

benefits will materially change over the next twelve months.

The IR Act imposes a 1 % excise tax on

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Redemption rights are ubiquitous to nearly

Shareholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption

Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption

right, essentially getting their money back.

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First, they can

be exercised by the shareholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC

be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC

did not find a target with which to merge.

The Company will continue to access the potential impact of the IR Act.

Based on our preliminary

assessment, we do not expect a material impact on our financial statements.

In connection with shareholder redemptions in 2023, the Company recorded

an excise tax liability and equity adjustment of $ 0.9 million.

Net Income (Loss) per Common Stock

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requirements of FASB ASC Topic 260, “ Earnings Per Share.

” Net income (loss) per share of common stock is computed by

dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

The Company applies the

two-class method in calculating earnings per share.

” Net income (loss) per share of common stock is computed

by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

The Company applies

the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable shares of Class A

Common Stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per

share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and

(ii) the Private Placement since the exercise of the warrants is contingent upon the

occurrence of future events.

As of December 31, 2022, the warrants are exercisable to purchase 11,580,000 shares of Class A

common stock in the aggregate.

As a result, diluted income (loss) per share of common stock is the same as basic income (loss) per

common stock for the periods presented.

On March 10, 2022, the Company effectuated a 1.1-for-1 share split on the Class B

common stock, resulting in an aggregate of 3,162,500 founder shares outstanding (up to 412,500 shares of which were subject to

forfeiture, of which 75,000 were forfeited, resulting in 337,500 common stock shares outstanding subsequent to March 10, 2022).

Basic net income per share of common stock excludes the 337,500 shares subject to forfeiture from weighted average shares

outstanding between January 1, 2022 through March 10, 2022 due to the contingency with forfeiture.

Diluted net income per share of

common stock weighted average shares outstanding considers the 337,500 shares subject to forfeiture as outstanding during the entire

year ended December 31, 2022.

For the period from June 14, 2021 (inception) through December 31, 2021, the 412,500 shares subject to

forfeiture were excluded from the basic and diluted weighted average shares outstanding.

The following table reflects the calculation of

basic and diluted net income (loss) per share of common stock.

Class A Redeemable Common Stock

Income allocable to Class A Redeemable Common Stock

Basic weighted average shares outstanding

Basic net income per share, Class A Redeemable Common Stock

Class A and Class B Non-Redeemable Common Stock

Income allocable to Class A and Class B Non-Redeemable Common Stock

Basic weighted average shares outstanding

Basic net income per share, Class A and Class B Non-Redeemable Common Stock

The calculation of diluted income (loss) per share

of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private

Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As of December 31, 2023 and 2022, the

warrants are exercisable to purchase 11,580,000 shares of Class A common stock in the aggregate.

As a result, diluted income (loss) per

share of common stock is the same as basic income (loss) per common stock for the periods presented.

Stockholders elected

to redeem an aggregate 1,625,876 shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023.

these shares are no longer outstanding for purposes of calculating weighted average number of shares of common stock outstanding at December

The following tables reflects the calculation

of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

Class A Redeemable Common Stock

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Diluted net income per share, Class A and Class B Non-Redeemable Common Stock

For the Period From

(Inception) Through

Class A Redeemable Common Stock

Loss allocable to Class A common stock

Loss allocable to Class A Redeemable Common Stock

$ ( 13,931,674 )

Basic and diluted weighted average shares outstanding

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Class A and Class B Non-redeemable Common Stock

Loss allocable to Class B common stock

Loss allocable to Class A and Class B Non-Redeemable Common Stock

$ ( 5,843,928 )

Basic and diluted weighted average shares outstanding

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the lowest priority to unobservable inputs (Level 3 measurements).

Convertible Notes

The Company accounts for convertible notes as

either equity-classified or liability-classified instruments based on an assessment of the convertible notes’ specific terms and

applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment

considers whether the conversion feature is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the convertible notes meet all of the requirements for equity classification under ASC 815, including

whether the conversion feature are indexed to the Company’s own common shares.

The Company has concluded that the convertible notes

qualify for equity treatment.

The Company accounts for warrants as either equity-classified

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of the Company’s control, among other conditions for equity classification.

This assessment is conducted at the time warrant issuance

and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their

initial fair value on the date of issuance, and each balance sheet date thereafter.

The Company accounts for outstanding warrants as equity-classified

This assessment is conducted at the time of warrant

issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the

time of issuance.

For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required

to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The Company accounts for

outstanding warrants as equity-classified instruments.

Forward Purchase Agreement and Non-Redemption

The Company accounts for forward purchase agreement

and non-redemption agreement as either equity-classified or liability-classified instruments based on an assessment of the FPA and NRA

specific terms and applicable authoritative guidance in ASC 480, and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the FPA and NRA are freestanding financial instruments pursuant to ASC 480, meet the definition of a

liability pursuant to ASC 480, and whether the FPA and NRA meet all of the requirements for equity classification under ASC 815, including

whether the FPA and NRA are indexed to the Company’s own common shares and whether the FPA and NRA holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment is conducted at the time of FPA and NRA issuance and as of each subsequent quarterly period end date while the FPA and

NRA are outstanding.

For issued or modified FPA and NRAs that meet

all of the criteria for equity classification, the FPA and NRA are required to be recorded as a component of additional paid-in capital

at the time of issuance.

For issued or modified FPA and NRAs that do not meet all of the criteria for equity classification, the FPA

and NRAs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Company accounts for outstanding FPA and NRA as liability-classified instruments.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax

information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

is effective for the fiscal year beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does

not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any recently

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NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company

sold 11,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A common stock and one-half of one redeemable

warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at

a price of $ 11.50 per share, subject to adjustment (see Note 7).

Pursuant to the Initial Public Offering, the

Company sold 11,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class A common stock and one-half of

one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A

common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

On March 15, 2022, the underwriters purchased

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of the Company’s Class B common stock (the “Founder Shares”) for $ 25,000 paid for Company deferred offering costs.

March 10, 2022, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding (see

On March 10, 2022, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding

(see Note 7).

All share amounts have been adjusted to reflect the share split.

The Founder Shares include an aggregate of up to 412,500 shares

subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number

of Founder Shares equals, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding shares of common stock

after the Initial Public Offering.

The Founder Shares include an aggregate of up to 412,500

shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the

number of Founder Shares equals, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding shares of

common stock after the Initial Public Offering.

During the year ended December 31, 2022, as a result of the partial exercise of the over-allotment

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subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after

the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class

A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y)

the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all

of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the

Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or

(y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in

all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Sponsor

On July 27, 2021, the Sponsor issued an unsecured

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at a price of $ 1.00 per warrant, upon consummation of the Company’s initial business combination.

As of December 31, 2022 and 2021,

there was $ 125,341 outstanding under the Promissory Note.

On May 20, 2022, the Company and the Sponsor entered

into the Amended Note (i) to extend the Original Maturity Date to a new maturity date which shall be upon the earlier of the closing of

the Company’s initial business combination or the Company’s liquidation, and (ii) to permit the holder of the Amended Note,

in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into Warrants, at a price of $ 1.00 per warrant,

upon consummation of the Company’s initial business combination.

On May 17, 2023, the Sponsor

issued an unsecured promissory note to the Company (the “Note”), pursuant to which the Company may borrow up to an aggregate

principal amount of $ 1,000,000 .

The Promissory Note is non-interest bearing and payable on the earlier of the closing of the Company’s

initial business combination or the Company’s liquidation, and to permits the holder of the Note, in its sole discretion, to convert

any or all of the unpaid principal under the Amended Note into warrants, at a price of $ 1.00 per warrant, upon consummation of the Company’s

initial business combination.

As of December 31, 2023 and December 31, 2022,

there was $ 1,297,500 , and $ 125,341 , respectively, outstanding under the Promissory Note.

On January 29, 2024, the Promissory Notes with

the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial

business combination was convertible into common shares at a conversion price of $ 1.00 per share.

Convertible Note – Related party

At various dates in the third and fourth quarters

of 2023, the Company issued Convertible notes to related parties of $ 905,000 to meet our working capital requirements.

As of December

31, 2023 and December 31, 2022, there was $ 905,000 and $ 0 in Convertible Notes from Related Parties outstanding.

The convertible notes

with related parties bear similar conditions to the promissory note – sponsor.

Advances from Target

On June 15, 2023, Honeycomb Battery Company advanced

to the Company $ 62,500 .

On July 14, 2023, Honeycomb Battery Company advanced an additional $ 62,500 .

On August 15, 2023, Honeycomb Battery

Company advanced an additional $ 62,500 .

As of December 31, 2023 and December 31, 2022, there was $ 187,500 and $0 advances outstanding.

Advances from Related Parties

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are non-interest bearing.

During the year ended December 31, 2022, the related parties paid $ 2,841 of expenses on behalf of the Company,

respectively.

As of December 31, 2022 and 2021, the outstanding balance due was $ 0 and $ 939 , respectively.

During the year ended December 31, 2023 and 2022, the related parties paid $ 332,500 and $ 2,841 of expenses on

behalf of the Company, respectively.

As of December 31, 2023 and December 31, 2022, there was $332,500 and $0 outstanding balances due

to related parties, respectively.

In January 2024, the advances from related parties were converted into convertible notes – related

Letter Agreement between Nubia and Mach

FM Acquisitions LLC

December 13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment

to the Sponsor in the amount of $ 7,250,000 .

In consideration for such payment, the Sponsor agreed to assume certain fees and expenses

accrued by Nubia in connection with the transactions contemplated by the Merger Agreement.

payment is due at closing of the Merger Agreement and relates to the deferred underwriting commission of $ 4,322,500 , which is included

in the balance sheet as of December 31, 2023, and costs that have not been incurred as of December 31, 2023 related to the merger.

General and Administrative Services

Commencing on the date of the Initial Public Offering,

the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative

support for up to 18 months.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will

cease paying these monthly fees.

During the year ended December 31, 2022, the Company recorded $ 95,000 of expenses related to the agreement,

respectively.

As of December 31, 2022, there was no balance outstanding.

Commencing on the date of the Initial Public

Offering, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these

monthly fees.

During the year ended December 31, 2023 and December 31, 2022, the Company recorded $ 125,000 and $ 95,000 , respectively,

of expenses related to the agreement, respectively.

As of December 31, 2023 and December 31, 2022, there was an outstanding balance of

$ 79,481 and $ 0 , respectively.

Related Party Loans

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The notes may be repaid upon completion of a Business Combination, without interest, or, at the

lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into Warrants at a

price of $ 1.00 per Warrant.

lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into Warrants at

a price of $ 1.00 per Warrant.

Such Units would be identical to the Private Placement Warrants.

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held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2022 and 2021, there were no amounts outstanding

under the Working Capital Loans.

As of December 31, 2023 and December 31, 2022, there were

no amounts outstanding under the Working Capital Loans.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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exercise of the over-allotment option.

he deferred fee will become payable to the underwriters from the amounts held in the Trust Account

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

13, 2023, Nubia and the Sponsor entered into an agreement (the “Agreement”) wherein Nubia shall make a cash payment to the

Sponsor in the amount of $ 7,250,000 .

In consideration for such payment, the Sponsor agreed to assume certain fees and expenses accrued

by Nubia in connection with the transactions contemplated by the Merger Agreement, including the deferred underwriting fee.

On March 15, 2022, the underwriters purchased

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stock are entitled to one vote for each share.

As of December 31, 2022 and 2021, there were 123,500 and 0 shares of Class A common stock

issued and outstanding, respectively.

In addition, there were 12,350,000 shares of Class A common stock in temporary equity on the balance

As of December 31, 2023 and 2022, there were 123,500 and 123,500 shares of Class A common

stock issued and outstanding, respectively.

In addition, there were 2,293,741 and 12,350,000 shares of Class A common stock in temporary

equity on the balance sheets as of December 31, 2023 and December 31, 2022, respectively.

Class B Common Stock — The

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stock are entitled to one vote for each share.

As of December 31, 2022 and 2021, there were 3,087,500 and 3,162,500 shares of Class B

common stock issued and outstanding.

At issuance, the Class B common stock included an aggregate of up to 412,500 shares of Class B common

stock originally subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in

part so that the number of Founder Shares will equal 20 % of the Company’s issued and outstanding common stock after the Initial

Public Offering.

Upon the partial exercise of the over-allotment option, there were 75,000 shares which were forfeited during the year

ended December 31, 2022 when the remaining over-allotment option expired.

As of December 31, 2023 and 2022, there were 3,087,500 shares of Class B common stock

issued and outstanding.

At issuance, the Class B common stock included an aggregate of up to 412,500 shares of Class B common stock originally

subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the

number of Founder Shares will equal 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering.

Upon the partial exercise of the over-allotment option, there were 75,000 shares which were forfeited during the year ended December

31, 2022 when the remaining over-allotment option expired.

Only holders of the Class B common stock will

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Holders of Class A common stock and holders of

Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required

In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the

stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those

in effect upon completion of this offering.

Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise

required by law.

In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements

with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from

those in effect upon completion of this offering.

The shares of Class B common stock will automatically

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subject to adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued

in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which

shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of

the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed

issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio

at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority

of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the

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31, 2023, there were 11,580,000 warrants outstanding ( 5,405,000 Private warrants and 6,175,000 Public Warrants).

Public Warrants may only

be exercised for a whole number of shares.

Public Warrants may

only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants

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Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any

shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless

a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of

the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the

Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will

be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise

their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state

of residence of the exercising holder, or an exemption from registration is available.

The Company will not be obligated to deliver

any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise

unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise

of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to

the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable

6 unchanged sentences

of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a) (9) of the Securities Act and, in the event the Company so elects, the Company will not be

required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify

basis” in accordance with Section 3(a) (9) of the Securities Act and, in the event the Company so elects, the Company will not

be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

2 unchanged sentences

outstanding Public Warrants:

● in whole and not in part;

● at a price of $0.01 per Public

● upon a minimum of 30 days’

prior written notice of redemption, or the 30-day redemption period to each warrant holder;

● if, and only if, the last reported

sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization,

recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date

on which the Company sends the notice of redemption to warrant holders.

whole and not in part;

● at a price of $ 0.01 per Public Warrant;

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption

period to each warrant holder;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by

the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale

under all applicable state securities laws.

If the Company calls the Public Warrants for redemption,

as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on

a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common stock issuable upon exercise

of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or

recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted

for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company

liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public

Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such

Public Warrants.

the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for

sale under all applicable state securities laws.

If the Company calls the Public Warrants for

redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants

to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common stock issuable

upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not

be adjusted for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and

the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical to

the Public Warrants underlying the Units being sold in the Initial Public Offering.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering.

NOTE 8 — FORWARD PURCHASE AGREEMENT

AND NON REDEMPTION AGREEMENT

Forward Purchase Agreement

On December 13, 2023, Nubia entered into an agreement

with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),

and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller” or “Forward

Purchase Investors”) (the “Forward Purchase Agreement”).

For purposes of the Forward Purchase Agreement, NUBI is referred

to as the “Counterparty” prior to the consummation of the Business Combination, while Solidion Technology, Inc.

is referred to as the “Counterparty” after the consummation of the Business Combination.

Capitalized terms used herein but

not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

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, of NUBI (“NUBI Shares”)

outstanding following the closing of the Business Combination, 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 Forward Purchase Agreement provides for a

prepayment shortfall in an amount in U.S.

dollars equal to 0.50 % of the product of the Recycled Shares and the Initial Price (as defined

As described below in Shortfall Sales, Seller in its sole discretion may sell Recycled Shares at any time following the Trade

Date at any sales price without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales

equal 100 % of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such

Shares, “Shortfall Sale Shares”).

A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions

herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement, and (b) an

Optional Early Termination, subject to the terms and conditions of the Forward Purchase Agreement applicable to Terminated Shares, when

an OET Notice is delivered under the Forward Purchase Agreement, in each case with the delivery of such notice being in the sole discretion

of Seller (as further described in the “Optional Early Termination” and “Shortfall Sales” sections in the Forward

Purchase Agreement).

The Forward Purchase Agreement provides that

Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (a) the sum of (i) the Number of

Shares as set forth in a Pricing Date Notice, plus (ii) 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, and as amended

from time to time (the “Certificate of Incorporation”), less (b) the Prepayment Shortfall.

The Counterparty will pay to Seller the Prepayment

Amount required under the Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock

Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and

the sale of private placement warrants (the “Trust Account”), no later than the earlier of (a) one Local Business Day after

the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination;

that to the extent that the Prepayment Amount is to be paid from the purchase of Additional Shares by Seller, such amount will be netted

against such proceeds, with Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount.

avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares under the Forward Purchase Agreement

for all purposes, including for determining the Prepayment Amount.

In addition to the Prepayment Amount, Counterparty shall pay directly

from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 200,000 (with such final amount to be determined

by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price.

Following the Closing, the reset price (the “Reset

Price”) will initially be 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 Business Combination 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.

From time to time and on any date following the

Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward Purchase Agreement, Seller

may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to the Counterparty (the “OET

Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) the next Payment Date following the OET

Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)).

The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with

effect as of the related OET Date.

As of each OET Date, the Counterparty shall be entitled to an amount from Seller, and Seller shall

pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of

such OET Date.

The payment date may be changed within a quarter at the mutual agreement of the parties.

The valuation date will be the earliest to occur

of (a) the date that is three (3) years after the date of the closing of the Business Combination (the date of the closing of the Business

Combination, the “Closing Date”) pursuant to the Merger Agreement, (b) the date specified by Seller in a written notice to

be delivered to Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective)

after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a

Registration Failure or (z) unless otherwise specified therein, any Additional Termination Event, and (c) the date specified by Seller

in a written notice to be delivered to the Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier

than the day such notice is effective).

The Valuation Date notice will become effective immediately upon its delivery from Seller to

the Counterparty in accordance with the Forward Purchase Agreement.

In the event the Valuation Date is determined pursuant to clause

(c), the Settlement Amount Adjustment will not apply to the calculation of the Settlement Amount.

On the Cash Settlement Payment Date, which is

the tenth Local Business Day immediately following the last day of the Valuation Period, Seller will remit to the Counterparty an amount

equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount and the

Counterparty shall remit to Seller the Settlement Amount Adjustment;

provided that, if the Settlement Amount less the Settlement Amount

Adjustment is a negative number, then neither Seller nor the Counterparty shall be liable to the other party for any payment under the

“Cash Settlement Payment” Date section of the Forward Purchase Agreement.

Seller has agreed to waive any redemption rights

with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under NUBI’s

Certificate of Incorporation that would require redemption by NUBI of the NUBI Shares.

Such waiver may reduce the number of NUBI Shares

redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the

Business Combination.

The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been

undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5

under the Securities Exchange Act of 1934.

The derivative liabilities includes the FPA and NRA of $ 35,576,596

and $ 11,152,000 , respectively at December 31, 2023.

The derivative asset relates to the FPA at December 31, 2023.

Non-Redemption Agreement

On December 13, 2023, NUBI entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with certain investors named therein (each, a “Backstop Investor”), each acting

on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by each such Backstop Investor or its

Pursuant to each Non-Redemption Agreement, each Backstop Investor agreed that, on or prior to Closing, it will beneficially

own not greater than the lesser of (i) that number of Backstop Shares set forth in the Non-Redemption Agreement and (ii) the total number

of NUBI Shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of NUBI Shares

would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934 not exceeding

9.99 % of the total number of issued and outstanding NUBI Shares, and shall not elect to redeem or otherwise tender or submit for redemption

any of such Backstop Shares in connection with the second special meeting of NUBI stockholders to be held for the purpose of approving

the Business Combination (the “Second Special Meeting”);

provided, however, that in the event Backstop Investor has previously

elected to redeem, tender or submit any Backstop Shares for redemption, Backstop Investor shall rescind or reverse such redemption request

prior to Closing and NUBI shall accept such request(s) promptly once submitted by Backstop Investor.

Upon consummation of the business combination,

NUBI shall pay or cause to be paid to each Backstop Investor a payment in respect of its respective Backstop Shares a payment in respect

of Backstop Shares in cash released from the Trust Account in an amount equal to the product of (x) the number of Backstop Shares and

(y) the Redemption Price, less $ 4.00 .

NOTE 9 — FAIR VALUE MEASUREMENTS

9 unchanged sentences

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — quoted

9 unchanged sentences

The following table presents information about

the Company’s assets and liabilities that are measured at fair value at December 31, 2022, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

$ 127,782,882

The estimated

fair value of Investments held in Trust Account are determined using available market information.

On March 15, 2022, the Company recognized over-allotment

option liability in accordance with ASC 815-40 in the balance sheets of $ 19,432 .

The over-allotment option was measured at fair value

at inception, and re-measured at March 31, 2022.

Upon expiration of the over-allotment option on April 29, 2022, the Company wrote-off

the option to the statements of operations.

During the year ended December 31, 2022, the Company recorded a gain on the change in fair

value of $ 19,432 to the statements of operations.

The initial fair value measurement of the over-allotment

option liability as of March 15, 2022, and re-measurement at March 31, 2022, were calculated using the following range of weighted average

Risk-free interest rate

Expected life of over-allotment option

Expected volatility of underlying stock

the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and December 31, 2022, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and investments held in Trust

Derivative asset

Derivative liabilities

The derivative liabilities includes the FPA and NRA of $ 35,576,596

and $ 11,152,000 , respectively at December 31, 2023.

The derivative asset relates to the FPA at December 31, 2023.

The Company used a Monte Carlo analysis to determine

the fair value of the FPA and NRA.

The fair value measurement of the FPA and the NRA liability at December 31, 2023, was calculated using

the following range of weighted average assumptions:

Risk-free interest rate (FPA)

Expected life of over-allotment option (FPA)

Expected volatility of underlying stock (FPA)

Dividends (FPA)

Probability of merger closing (FPA and NRA)

The 123,500 Representative Shares have a grant

4 unchanged sentences

the marketability of the Company and the probability of initial business combination, which were considered Level 3 inputs.

Upon the Initial

Public Offering, such amounts were allocated to offering costs within stockholders’ equity (deficit).

Initial Public Offering, such amounts were allocated to offering costs within stockholders’ equity (deficit).

NOTE 10 — INCOME TAXES

8 unchanged sentences

The income tax provision (benefit) consists of the following for the

year December 31, 2022 and for the period from June 14, 2021 (inception) ended December 31, 2021:

year December 31, 2023 and December 31, 2022:

State and Local

Income tax provision / (benefit)

the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred

tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income

during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the

scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future

realization of the deferred tax assets and has therefore established a full valuation allowance.

For the period ended December

31, 2022 and 2021, the change in the valuation allowance was $ 147,481 and $ 300 , respectively.

A reconciliation of the statutory tax rate to the Company’s effective

tax rates for the periods ended December 31, 2022 and 2021:

In assessing the realization of the deferred tax assets, management

considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing

net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management

believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established

a full valuation allowance.

For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $ 221,409 and

$ 147,481 , respectively.

A reconciliation of the statutory tax rate to

the Company’s effective tax rates for the year ended December 31, 2023 and 2022:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in fair value of overallotment liability

Change in valuation allowance

1 unchanged sentence

NOTE 11 — SUBSEQUENT EVENTS

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

The Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in

the financial statements.

16, 2023, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Honeycomb Battery Company, an

Ohio corporation (the “Honeycomb”), the Company, and Nubia Merger Sub, Inc., an Ohio corporation (“Merger Sub”)

and wholly-owned subsidiary of the Company, pursuant to which Merger Sub will merge with and into Honeycomb (the “Merger”)

with Honeycomb as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of the Company.

In connection with the

Merger, the Company will change its name to “Honeycomb Battery Company” or such other name designated by Honeycomb by notice

to the Company, which is referred to herein as the “Combined Company.” The board of directors of the Company (the “Nubia

Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated

thereby (collectively, the “Transactions”) and (ii) resolved to recommend approval of the Merger Agreement and related matters

by the stockholders of the Company.

Company will issue 70.0 million of its shares of common stock ($ 700.0 million) to the stockholders of Honeycomb, plus contingent earnout

payments of up to 22.5 million shares of common stock ($ 225.0 million) if certain stock price targets are met as set forth in the Merger

Merger Agreement contains customary representations and warranties of the parties.

Merger is expected to be accounted for as a reverse recapitalization with Honeycomb as the accounting acquirer.

In March 2023, $ 200,050 was withdrawn from the

Trust to pay taxes.

The Company deposited $ 1,235,000 into the trust

account in March 2023 to fund the automatic 3-month extension to June 15, 2023.

Underwriting Agreement, dated March 10, 2022, by and between the Registrant and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Bylaws (incorporated by reference to Exhibit 3.3 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 16, 2021)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Warrant Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022)

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

The Company did not identify any

subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.

On February 2, 2024 (the “Closing Date”),

the Company consummated the business combination (the “Closing”) pursuant to a Merger Agreement, dated February 16, 2023 (as

amended on August 25, 2023, the “Merger Agreement”) with HBC surviving such merger as a wholly owned subsidiary of Nubia,

which was renamed “Solidion Technology, Inc.” upon Closing.

On February 5, 2024, our Common Stock continued trading on the

Nasdaq Global Market under the symbol “STI”.

Furthermore, on the same date, the Company's Public Warrants, previously listed

under ticker “NUBIW”, were delisted from the Nasdaq.

Stockholders elected

to redeem an aggregate 1,625,876 or shares of Common Stock in connection with the Second Special Meeting held on December 14, 2023.

funds of $ 17,834,235 are due and payable to the redeeming stockholders on the earlier of the closing of the business combination or the

liquidation date.

The funds were transferred to the stockholders upon closing of the business combination on February 2, 2024.

On January 29, 2024, the Promissory Notes with

the Sponsor was amended such that the Promissory Note any or all of the unpaid principal upon consummation of the Company’s initial

business combination was convertible into common shares at a conversion price of $ 1.00 per share.

On February 1, 2024, the Company executed a promissory

note with EF Hutton, totaling $ 2,200,000 , to cover underwriters' fees associated with the closure of the business combination with Honeycomb.

The principal amount of this Note is payable on designated dates, with $ 183,333 due on April 1, 2024, and subsequent payments of the same

amount scheduled on the first business day of each following month until the final payment on March 1, 2025.

On March 13, 2024, Solidion entered into a private

placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Subscription Agreement”)

with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $ 3.85 million, before

deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement.

intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

The Private Placement

closed on March 15, 2024.

As part of the Private Placement, the Company issued an aggregate

of 5,133,332 units and pre-funded units (collectively, the “Units”) at a purchase price of $ 0.75 per unit (less $ 0.0001 per

pre-funded unit).

Each Unit consists of (i) one share of Solidion Common Stock (or one pre-funded warrant to purchase one share of Common

Stock), (ii) two Series A warrants each to purchase one share of Common Stock, and (iii) one Series B warrant to purchase such number

of shares of Common Stock as determined on the reset date (as defined in the Subscription Agreement), and in accordance with the terms

Agreement, dated February 16, 2023, by and among Nubia Brand International Corp., Honeycomb Battery Company, and Nubia Merger Sub,

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission

on February 17, 2023).

and Restated Certificate of Incorporation of Solidion Technology, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report

on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

and Restated Bylaws of Solidion Technology, Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K

filed with the Securities & Exchange Commission on February 8, 2024)

Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities &

Exchange Commission on February 8, 2024)

Warrant Certificate (included in Exhibit 4.3)

Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference

to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2022)

Description of Securities

Letter Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Investment Management Trust Agreement, dated March 10, 2022, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Registration Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Administrative Support Agreement, dated March 10, 2022, by and between the Registrant and Mach FM Acquisitions LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Indemnity Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Private Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Representative Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Amended and Restated Promissory Note to Mach FM Acquisitions LLC, dated May 20, 2022.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 20, 2022)

Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Agreement, dated March 10, 2022, by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Purchase Agreement, dated December 13, 2023, by and among Nubia Brand International Corp., Meteora Capital Partners, LP, Meteora

Select Trading Opportunities Master, LP, and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the

Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2023)

Rights Agreement, dated March 10, 2022, by and among the Registrant and certain security holders (incorporated by reference to Exhibit

10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

of Subscription Agreement, dated December 13, 2023, by and among Nubia Brand International Corp.

and the investors signatory thereto

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange

Commission on December 13, 2023)

Agreements, each dated as of March 10, 2022, by and between the Registrant and each of the officers and directors of the Registrant

(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission

on March 16, 2022)

Placement Warrants Subscription Agreement, dated March 10, 2022, by and between the Registrant and the Sponsor (incorporated by reference

to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 16, 2022)

Representative

Share Letter, dated March 10, 2022 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the

Securities & Exchange Commission on March 16, 2022)

of Convertible Promissory Note.

(incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the

Securities & Exchange Commission on February 8, 2024)

Agreement, dated December 13, 2023, by and between Nubia Brand International Corp.

and Mach FM Acquisitions, LLC (incorporated by

reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2024)

of Non-Redemption Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities

and Exchange Commission on February 8, 2024)

Code of Ethics

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to Amendment No.

7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 8, 2022)

Solidion Technology Inc.

Clawback Policy

Form of Audit Committee Charter

Form of Compensation Committee Charter

Stock Incentive Plan for Solidion Technology, Inc.

(incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed

with the Securities and Exchange Commission on February 8, 2024)

Inline XBRL Instance Document.

4 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Nubia Brand International Corp.

March 16, 2023

/s/ Jaymes Winters

Cover Page Interactive Data File (formatted as Inline XBRL and contained in

Exhibit 101).

* Filed herewith

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly

Solidion Technology, Inc.

April 11, 2024

Jaymes Winters

Chief Executive Officer (Principal Executive Officer)

Nubia Brand International Corp.

March 16, 2023

Chief Executive Officer

(Principal Executive Officer)

Solidion Technology, Inc.

April 11, 2024

/s/ Vlad Prantsevich

Vlad Prantsevich

Chief Financial Officer (Principal Accounting and Financial Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Jaymes Winters

Chief Executive Officer (Principal executive officer) and Director

March 16, 2023

Chief Financial Officer

(Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer (Principal executive

officer) and Director

April 11, 2024

Jaymes Winters

/s/ Vlad Prantsevich

Chief Financial Officer and Director

March 16, 2023

Chief Financial Officer

April 11, 2024

Vlad Prantsevich

/s/ Alexander Monje

March 16, 2023

Alexander Monje

/s/ David Campbell

March 16, 2023

David Campbell

/s/ Michael Patterson

March 16, 2023

Michael Patterson

/s/ Karin-Joyce (KJ) Tjon

March 16, 2023

April 11, 2024

/s/ John Davis

April 11, 2024

/s/ Karin-Joyce

April 11, 2024

Karin-Joyce (KJ) Tjon

/s/ Yvonne Brown

March 16, 2023

April 11, 2024

Cynthia Ekberg Tsai

April 11, 2024

Yang Shao-Horn

April 11, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures