Amendment: SEC Form SCHEDULE 13D/A filed by Solidion Technology Inc.
$STI
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Solidion Technology Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
834212102 (CUSIP Number) |
Robert Crouch 1240 McCook Ave.,, Dayton, OH, 45404 (937) 331-9884 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 834212102 |
| 1 |
Name of reporting person
Global Graphene Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,756,013.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
54.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13: This calculation is based on 2,774,305 shares of Common Stock outstanding as of August 13, 2025 (as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 19, 2025 (the "2025Q2 Quarterly Report")), plus the receipt by the Reporting Person from the Issuer of 450,000 shares of Common Stock pursuant to an earn-out provision (the "Earn-out Shares") in the merger agreement related to the Issuer's business combination.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Solidion Technology Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
13355 Noel Rd, Suite 1100, Dallas,
TEXAS
, 75240. | |
Item 1 Comment:
This Amendment No. 3 (the "Amendment") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 and Amendment No. 2 (the "Amended Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D") related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Global Graphene Group, Inc. a Delaware corporation | |
| (b) | 1240 McCook Ave. Dayton, OH, 45404 | |
| (c) | None. | |
| (d) | None. | |
| (e) | None. | |
| (f) | United States | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Person beneficially owns 1,756,013 shares of Common Stock, which represents approximately 54.5% of the shares of Common Stock issued and outstanding. The percentage ownership calculation is based on 2,774,305 shares of Common Stock outstanding as of August 13, 2025, as reported in the 2025Q2 Quarterly Report, plus the receipt by the Reporting Person from the Issuer of 450,000 Earn-out Shares. | |
| (b) | See Item 5(a) | |
| (c) | Other than as follows, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days:
(i) On the October 9. 2025, the reporting person became entitled to receive 450,000 Earn-out Shares 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. The closing price per share on the date preceding this transaction was $5.08. | |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of any of the shares of Common Stock reported in Item 5(a). | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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