Solidion (STI) Form 4: 450,000 Earn‑Out Shares Acquired at $5.08

Rhea-AI Filing Summary

Solidion Technology (STI): A reporting person identified as a 10% owner reported acquiring 450,000 shares of common stock on 10/09/2025 under transaction code J. The filing states this was pursuant to an earn-out provision tied to a prior merger agreement, after the board approved deeming the earn-out conditions satisfied.

The shares were recorded at a $5.08 price in the table. Following the transaction, the reporting person beneficially owned 1,756,013 shares, held directly.

Insider Trade Summary

Other: 450,000 shares

Other 1 txn

Insider Global Graphene Group, Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	450,000	$5.08	$2.29M

Holdings After Transaction: Common Stock — 1,756,013 shares (Direct)

Footnotes (1)

1. F1. On the Transaction Date, the reporting person became entitled to receive 450,000 shares of the Issuer's common stock pursuant to an "earn-out" provision in the merger agreement among Nubia Brand International Corp., Honeycomb Battery Company (a subsidiary of the reporting person prior to the business combination involving the Issuer), and Nubia Merger Sub, Inc., dated as of February 2, 2024, following the approval by the board of directors of the Issuer to deem the earn-out conditions satisfied in full in light of, among other things, the Issuer's capital structure and the ongoing shared services agreement between the Reporting Person and the Issuer.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did STI's Form 4 report?

A 10% owner acquired 450,000 shares of Solidion Technology common stock on 10/09/2025 under an earn-out provision.

What is the transaction code and what does it indicate?

The filing lists code J, which the explanation ties to an earn-out share issuance under a merger agreement.

What price is shown for the acquired shares?

The table shows a price of $5.08 per share for the reported acquisition.

How many shares does the reporting person own after the transaction?

Beneficial ownership after the transaction is 1,756,013 shares, held directly.

What triggered the earn-out share issuance for STI?

The board approved deeming the earn-out conditions satisfied under the merger agreement involving Nubia Brand International Corp. and Honeycomb Battery Company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/14/2025 - 09:45 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Global Graphene Group, Inc.

(Last) (First) (Middle)

1240 MCCOOK AVE.

(Street)

DAYTON OH 45404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Solidion Technology Inc. [ STI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/09/2025		J(1)		450,000	A	$5.08	1,756,013	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On the Transaction Date, the reporting person became entitled to receive 450,000 shares of the Issuer's common stock pursuant to an "earn-out" provision in the merger agreement among Nubia Brand International Corp., Honeycomb Battery Company (a subsidiary of the reporting person prior to the business combination involving the Issuer), and Nubia Merger Sub, Inc., dated as of February 2, 2024, following the approval by the board of directors of the Issuer to deem the earn-out conditions satisfied in full in light of, among other things, the Issuer's capital structure and the ongoing shared services agreement between the Reporting Person and the Issuer.

	/s/ Robert Crouch, Vice President of Legal Affairs	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.