SCHEDULE: Global Graphene Group Boosts Solidion Stake to 54.5%

Global Graphene Group, Inc. increased its beneficial ownership in Solidion Technology Inc. to 54.5% after receiving 450,000 earn-out shares.

Summary

• Global Graphene Group, Inc. (the "Reporting Person") now beneficially owns 1,756,013 shares of Solidion Technology Inc. common stock.
• This represents approximately 54.5% of the outstanding common stock, calculated based on 2,774,305 shares outstanding as of August 13, 2025, plus 450,000 newly received earn-out shares.
• The Reporting Person became entitled to receive 450,000 earn-out shares on October 9, 2025.
• These shares were issued pursuant to an earn-out provision in a merger agreement dated February 2, 2024, among Nubia Brand International Corp., Honeycomb Battery Company (a subsidiary of the reporting person prior to the business combination), and Nubia Merger Sub, Inc.
• Solidion Technology Inc.'s board of directors approved the satisfaction of the earn-out conditions, citing the Issuer's capital structure and an ongoing shared services agreement with the Reporting Person.
• The closing price per share on October 8, 2025, the day preceding this transaction, was $5.08.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a major shareholder, especially through an earn-out provision deemed satisfied by the board, generally indicates confidence and a positive development for the company's stability and strategic alignment.

Positives

• Global Graphene Group, Inc. has increased its beneficial ownership in Solidion Technology Inc. to a majority stake of 54.5%, signaling strong commitment and confidence.
• Solidion Technology Inc.'s board of directors deemed the earn-out conditions fully satisfied, which suggests a positive internal assessment of the company's performance or strategic position.
• The ongoing shared services agreement between Global Graphene Group and Solidion Technology Inc. indicates continued operational collaboration.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance regarding future performance or strategic direction.

Industry Context

This filing is a specific ownership disclosure and does not contain sufficient information to analyze broader industry trends or competitive landscape.

Related Party Transactions

• Receipt of 450,000 earn-out shares by Global Graphene Group, Inc. from Solidion Technology Inc. pursuant to a merger agreement involving Honeycomb Battery Company, which was a subsidiary of Global Graphene Group prior to the business combination.

Stakeholder Impact

• Shareholders: The increase in Global Graphene Group's ownership to a majority position (54.5%) solidifies its control, potentially reducing the influence of minority shareholders but also indicating strong long-term commitment from a key investor.
• Management: The board's decision to satisfy the earn-out conditions suggests alignment with the major shareholder's interests and may validate current strategic decisions.
• Employees/Operations: The mention of an ongoing shared services agreement between Global Graphene Group and Solidion Technology Inc. implies continued operational collaboration and stability.

Key Dates

Recommendation

The filing details a significant increase in beneficial ownership by Global Graphene Group, Inc. to 54.5% of Solidion Technology Inc., primarily through the receipt of 450,000 earn-out shares. This indicates a strong commitment from a major shareholder and the satisfaction of earn-out conditions by the board, which can be viewed as a positive sign of internal confidence. However, as this is primarily an ownership disclosure and lacks comprehensive financial or operational performance data, a "hold" recommendation is appropriate. Investors should monitor future financial reports and strategic announcements for a more complete picture before making more aggressive investment decisions.

Keywords

Solidion Technology, Global Graphene Group, beneficial ownership, Schedule 13D, earn-out shares, common stock, merger agreement, equity stake