Honeycomb Battery Company executed the letter of intent to acquire Nubia Brand International Corp. (NasdaqGM:NUBI) from Mach FM Acquisitions LLC, Boothbay Fund Management, LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others in a reverse merger transaction on December 8, 2022. Honeycomb Battery Company signed a definitive agreement to acquire Nubia Brand International Corp. from Mach FM Acquisitions LLC, Boothbay Fund Management, LLC, Saba Capital Management, L.P., Saba Capital Management GP, LLC and others for approximately $950 million in a reverse merger transaction on February 15, 2023. As per the terms of the transaction, Nubia will issue 70 million shares of its common stock to the security holders of Honeycomb, plus contingent earnout payments of up to 22.5 million shares of common stock if certain stock price targets are met as set forth in the definitive business combination agreement. In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Honeycomb's common stock outstanding immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Earnout Shares, if any. Nubia will merge with and into Honeycomb, after which Honeycomb will be the surviving company and intends for the combined entity's common stock to be listed on the Nasdaq Stock Market with the name “Honeycomb Battery Company” or such other name as shall be designated by the Company by notice to Parent. Post-closing, the combined company's board of directors will include seven directors, five of whom will be nominated by Honeycomb and two of whom will be nominated by Nubia.

The transaction is subject to the satisfaction of customary closing conditions, including clearance by the U.S. Securities and Exchange Commission (“SEC”) of a proxy statement that Nubia is required to file with the SEC, the Combined Company's initial listing application filed with Nasdaq in connection with the transactions having been approved, Honeycomb having provided all required third party consents, the requisite stockholders of Honeycomb having entered into a Company Lock-Up Agreement, the receipt by Honeycomb of the resignations of Nubia's directors, all applicable waiting periods under the HSR Act with respect to the Merger shall have expired or been terminated and the approval of the proposed transaction and the Business Combination Agreement by a majority of the stockholders of Honeycomb and a majority of Nubia stockholders voting to approve thereon. The board of directors of Nubia has unanimously approved the transaction and have resolved to recommend it to its stockholders. The Business Combination Agreement has been approved by the board of directors of each of Honeycomb and Nubia. As of March 17, 2023, Nubia deposited $1.24 million into the trust account to fund the automatic 3-month extension of the date by which Nubia has to complete its initial business combination from March 15, 2023 to June 15, 2023. The transaction is expected to close in the second quarter of 2023. Honeycomb intends to use the proceeds from the proposed transaction to expand its manufacturing and research capability.

Arbor Lake Capital Inc. acted as financial adviser and due diligence provider to Honeycomb. William E. Doran and Leslie A. Drockton of Benesch, Friedlander, Coplan & Aronoff LLP is serving as legal counsel and due diligence provider to Honeycomb. EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Nubia. Mitchell Nussbaum of Loeb & Loeb LLP is serving as legal counsel and due diligence provider to Nubia. Nubia has hired Morrow Sodali LLC to assist in the proxy solicitation process. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Nubia. EverEdge Global Ltd. acted as financial advisor and fairness opinion provider to Nubia. EverEdge is entitled to receive a fee of approximately $20,000.