February 20, 2023
- Nubia Brand International Corporation (NUBI) to acquire Honeycomb Battery Company (private) in a transaction.
- Pro forma equity value of *$854 million assuming zero redemptions.Honeycomb Battery shareholders will receive an equity consideration of $700 million at $10.0 per share along with 22.5 million earnout shares vesting in three tranches at $12.5, $15.0, and $25.0 respectively.
- No minimum cash condition.
- Business combination transaction is targeted to close in the second quarter of 2023.
- SPAC Details:
- Unit Structure: 1 ordinary share of common stock + ½ warrant
- #Cash in Trust: $126,717,311 (102.6% of Public Offering)
- Public Shares Outstanding: 12.35 million shares
- Private Shares Outstanding: 3.0875 million shares
- Reported Trust Value/Share: $10.26
- Liquidation Date: March 15, 2023
- Name of Target: Honeycomb Battery Company
- Description of Target: Honeycomb Battery Co. (“Honeycomb” or “HBC”), formerly the energy solutions division of Global Graphene Group, Inc. (G3), is a Dayton, Ohio, USA-based advanced battery technology company focused on the development and commercialization of battery materials, components, cells, and selected module/pack technologies.
- Announced Date: February 16, 2023
- Expected Close: “Second Quarter of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1881551/000121390023012602/ea173325ex99-1_nubiabrand.htm
- Transaction Terms (N/A):
- Market Value: *$854 million
- Target Shareholders Receive:
- Equity consideration of $700 million (70.0 million shares of NUBI Class A Common Stock)
- Earn-Out: 22.5 million shares of NUBI Class A Common Stock (4 years after closing)
- 5.00 million shares @ $12.5 per share during a period starting from 30 days after closing & ending 2 years after closing
- 7.50 million shares @ $15.0 per share during a period starting from 180 days after closing & ending 42 months after closing
- 10.0 million shares @ $25.0 per share during a period starting from 180 days after closing & ending 4 years after closing
- PIPE / Financing:
- None
- Redemption Protections:
- None
- Support Agreement:
- Standard voting support
- Lock-up:
- Target shareholders: 6 months post-closing
- SPAC Sponsor: 6 months post-closing
- Early Release: If price equals or exceeds $12.0 per share after closing
- Closing Conditions:
- No minimum cash condition
- Termination date: September 15, 2023
- Other customary closing conditions
- Termination:
- Standard termination clauses
- Advisors:
- Target Legal Advisors: Benesch, Friedlander, Coplan & Aronoff LLP
- Target Consultants: Arbor Lake Capital Inc.
- SPAC Legal Advisors: Loeb & Loeb LLP
- SPAC Capital Markets Advisors: EF Hutton, division of Benchmark Investments, LLC
- Financials (N/A):
- No historical or projected financials provided
- Comparables (N/A):
- No valuations provided
- Management Equity Incentive Plan
- 10.0% of shares outstanding post-closing
- Includes 5% evergreen provision for annual automatic increase
*Denotes estimated figures by CPC
#Reported as on September 30, 2022