United States securities and exchange commission logo





                             April 13, 2023

       Jaymes Winters
       Chief Executive Officer
       Nubia Brand International Corp.
       13355 Noel Rd, Suite 1100
       Dallas, TX 75240

                                                        Re: Nubia Brand
International Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed March 20,
2023
                                                            File No. 001-41323

       Dear Jaymes Winters:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A, filed March 20, 2023

       General

   1.                                                   Please provide your
analysis why the proposed issuance of your common stock as
                                                        consideration for the
business combination does not require registration under the
                                                        Securities Act.
   2.                                                   We note disclosure on
page 155 regarding the tax lien placed by the Internal Revenue
                                                        Service on the property
of Global Graphene Group, Inc. ("G3"), including the assets to be
                                                        contributed to the
combined company. Please disclose whether and how this tax lien will
                                                        affect the business
combination, together with appropriate risk factor disclosure.
   3.                                                   We note your disclosure
that G3 will hold 81.8% of the combined company's shares, and
                                                        that G3 and the sponsor
will have substantial control over the combined company after the
                                                        business combination.
Please disclose on the proxy statement cover and in the summary
                                                        (i) the percent of
voting power that G3 will control after the business combination, (ii)
 Jaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 2
         whether you will be considered to be a controlled company, and (iii)
whether you intend
         to take advantage of the controlled company exemptions under the
Nasdaq rules. Include
         related risk factor disclosure as appropriate.
4.       Please include disclosure regarding G3's management and ownership in
an appropriate
         place in the proxy statement. To the extent that G3 is managed or
owned by related
         parties of the combined company, include risk factor disclosure
regarding potential
         conflicts of interest and related risks to the combined company and
public shareholders.
5.       We note disclosure regarding related agreements (pages 7-8), amended
registration rights
         agreement (page 48), transition agreement (page 77), and patent
assignment (page A-74).
         Please ensure all material agreements, complete with any schedules or
exhibits thereto, are
         filed with your proxy statement and listed in the table of contents.
6.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
7.       The definition of "Honeycomb" on page iii refers solely to Honeycomb
Battery Company,
         LLC, yet disclosure elsewhere indicates G3 will contribute its battery
business, consisting
         of two subsidiaries (Honeycomb and Angstron Energy Company, Inc.) and
certain
         allocated assets, liabilities, and/or expenses of G3. Please revise to
clarify whether
         references to "Honeycomb" throughout the proxy statement refer to the
subsidiary or the
         spun-off battery business, for instance consistent with the definition
on page 123.
Questions and Answers about the Proposals
Q. What vote is required to approve the proposals presented at the special
meeting?, page ix

8.     Please revise to disclose the number and percentage of shares held by
public shareholders
       that is required to establish a quorum and approve each proposal,
clearly stating if none
FirstName LastNameJaymes Winters
       are required. In this regard, we note disclosure on page xi that the
sponsor and the
Comapany    NameNubia
       insiders           Brand
                 have agreed     International
                              to vote          Corp. and any public shares held
by them in favor of
                                      founder shares
       the2023
April 13,  proposals.
                 Page 2
FirstName LastName
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 313, 2023 Page 3
Page
FirstName LastName
Summary of the Proxy Statement, page 1

9.       We note disclosure that "G3 is in the process of converting Honeycomb
into an
         independently operated company." Please revise to clearly describe the
material steps
         involved in this process and the timing thereof, including when
completion is expected in
         relation to the shareholder meeting and other key dates.
10.      We note your disclosures that "all battery related patents and patent
applications held by
         [G3], of which there are in excess of 520," will be transferred to
Honeycomb and that
         "Honeycomb relies heavily on owned intellectual property." However,
Section 4 of the
         Contribution Agreement contemplates that Honeycomb will receive a
non-exclusive
         license to the G3 Special Patents, and Section 2(b)(i) of the Supply
and License
         Agreement provides a non-exclusive license under the G3 Intellectual
Property for
         specified purposes. Please revise your disclosure to clarify
Honeycomb's intellectual
         property ownership in light of these licensing arrangements.
11.      Disclosure indicating that the business combination will not be
consummated if Nubia has
         net tangible assets of less than $5,000,001 (for example, on pages 11,
62, 91, and
         elsewhere) appears inconsistent with the description of the NTA
amendment proposal on
         page 100. Please reconcile or explain.
Conditions to Closing, page 6

12.      Please clearly disclose all material conditions to closing, revising
the reference to
         "customary closing conditions including" accordingly.
Impact of the Business Combination on the Combined Company's Public Float, page
8

13.      Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution
         (including the amount of equity held by founders, the "earn-out"
shares, and any
         convertible securities, including public warrants retained by
redeeming shareholders and
         private warrants), at each of the redemption levels detailed in your
sensitivity analysis
         (i.e., minimum, maximum, and interim redemption levels), including any
needed
         assumptions.
14.      Please disclose the sponsor and its affiliates' total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities,
including private
         warrants.
15.      On page vii you disclose that the fully diluted share capital would be
27,141,000 common
         stock equivalents; however on page 8, you disclose that the fully
diluted share capital
         would be 27,216,000 common stock equivalents. Please reconcile and
revise throughout.
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 413, 2023 Page 4
Page
FirstName LastName
Interests of Certain Persons in the Business Combination, page 11

16.      Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
         and its affiliates have at risk that depends on completion of a
business combination.
         Include the current value of securities held, loans extended, fees
due, and out-of-pocket
         expenses for which the sponsor and its affiliates are awaiting
reimbursement, such as the
         promissory note and advances described in note 5 to your financial
statements. Provide
         similar disclosure for the company   s officers and directors, if
material, including
         management positions to be held in the post-combination company, as
referenced on
         pages 74 and 75. Add related risk factor disclosure.
Comparative Per Share Information, page 21

17.      Please revise the first line item of your table to say    book value
per share.
18.      Given that your line item descriptions    weighted average shares
outstanding     common
         stock subject to redemption    and    basic and diluted net income per
share     common stock
         subject to redemption    are only applicable to the Nubia Historical
column, please revise
         your table to move the pro forma weighted average shares outstanding
and the pro forma
         net income per share information to separate line items with
appropriate descriptions.
         Alternatively, please label the minimum and maximum redemption columns
as "pro
         forma." Additionally, please add the comparative per share data for
Honeycomb Batter.
         This comment also applies to your table in Note 5 on page 150.
19.      Please revise your disclosure regarding the assumed redemption
scenarios to additionally
         describe the interim redemption scenario reflected in the table.
20.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Cautionary Note Regarding Forward-Looking Statements, page 22

21.      Your disclosure references factors discussed in your Form 10-K under
the heading "Risk
         Factors," but the Form 10-K discloses that, "As a smaller reporting
company, we are not
         required to make disclosures under this Item." Please revise
accordingly.
Risk Factors
Our history of recurring losses and anticipated expenditures . . . . , page 31

22.      We note disclosure in this and the following risk factor highlighting
the need for
         additional capital. Please disclose whether, and for how long, the
proceeds from the
         business combination are expected to be sufficient to fund the
post-combination company,
         taking into account potential redemptions. Reconcile and update
liquidity disclosure on
         page 154 as appropriate.
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 513, 2023 Page 5
Page
FirstName LastName
Risks Related to Nubia and the Business Combination, page 43

23.      Please highlight the risk that the Sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate.
24.      Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
         investment, even if other SPAC shareholders experience a negative rate
of return in the
         post-business combination company.
25.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
26.      Disclose the material risks to unaffiliated investors presented by
taking the company
         public through a merger rather than an underwritten offering. These
risks could include
         the absence of due diligence conducted by an underwriter that would be
subject to liability
         for any material misstatements or omissions in a registration
statement.
Even if Nubia consummates the business combination, there is no guarantee that
the public
warrants will ever be in the money . . . . , page 49

27.      Please enhance your disclosure to quantify the value of warrants,
based on recent trading
         prices, that may be retained by redeeming stockholders assuming
maximum redemptions
         and identify any material resulting risks.
The amended and restated bylaws that will be effective . . . . , page 50

28.      We note disclosure indicating that the exclusive forum provision will
not apply to the
         Securities Act or the Exchange Act, and that the federal district
courts will be the
         exclusive forum for Securities Act claims. Please ensure that Article
XI of the Second
         Amended Certificate of Incorporation and/or Section 9.16 of the
Amended Bylaws are
         consistent with your disclosure.
Proposal No. 1--The Business Combination Proposal
Background of the Transactions, page 71

29.      Please revise your disclosure in this section to describe negotiations
relating to material
         terms of the transactions, including but not limited to structure,
consideration, earn-out
         shares, and continuing employment or involvement for any persons
affiliated with the
         SPAC before the merger. In your revised disclosure, please explain the
reasons for the
         terms, each party's position on the issues (including proposals and
counter-proposals), and
         how you reached agreement on the final terms. In this regard, we note
references in the
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 613, 2023 Page 6
Page
FirstName LastName
         Fairness Opinion Letter to "updated purchase consideration" and to the
"Original
         Agreement" and "Revised Agreement."
30.      We note references on pages 75 and 77 to a post-closing committed
equity facility of up to
         $140 million. Please revise your disclosure to include any discussions
about the need to
         obtain additional financing for the combined company and the
negotiation process (e.g.,
         who selected the investment bank for the equity facility, and what
relationships did the
         investment bank have to the SPAC, the sponsor, the target, or their
respective affiliates).
         Disclose the status and material terms of the equity facility,
including how these terms
         were determined.
Honeycomb's Financial Projections, page 78

31.      Please revise your disclosure to clearly describe the reasons the
financial projections were
         prepared and the purpose for their inclusion in the proxy statement.
We note the reference
         on page 78 to other projections that are not disclosed (e.g., sales
forecasts, manufacturing
         capacity, launch costs, and use of proceeds statements). If
non-disclosed projections were
         relied upon by your board of directors in approving the business
combination, or by
         EverEdge Global in issuing its fairness opinion, then revise your
disclosure to include
         these projections together with material underlying assumptions and
limitations.
32.      Please revise your disclosure to fully describe the material
assumptions underlying the
         financial projections, including the type of market assumed in
developing those
         assumptions. Clearly describe how the assumptions relate to and
resulted in the projected
         financial information, identifying the limitations of the projections.
Quantify the
         underlying assumptions to the extent possible.
33.      We note the term of the projections. Please explain the basis of the
projections
         beyond year three and if the forecasts reflect more than simple
assumptions
         about growth rates. It should be clear from your revisions how the
projected growth rates
         are sustainable over the selected period of time, and why assuming
such growth rates
         is reasonable.
34.      Disclose whether the projections are in line with historic operating
trends and, if not,
         address why the change in trends is appropriate or assumptions are
reasonable. Clearly
         describe the basis for projecting revenue growth, along with the
factors or contingencies
         that would affect such growth ultimately materializing.
Interests of Certain Persons in the Business Combination, page 89

35.      Your charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
36.      Please revise the conflicts of interest discussion so that it
highlights all material interests
         in the transaction held by the sponsor and the company   s officers
and directors. This could
         include fiduciary or contractual obligations to other entities as well
as any interest in, or
         affiliation with, the target company. In this regard, we note the
table in your Form 10-K
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 713, 2023 Page 7
Page
FirstName LastName
         summarizing the entities to which your executive officers and
directors currently have
         fiduciary duties or contractual obligations. In addition, please
clarify how the board
         considered those conflicts in negotiating and recommending the
business combination.
U.S. Material Federal Income Tax Consequences, page 92

37.      Please revise this section to discuss the material tax consequences of
the business
         combination to each company's securityholders and the company. In this
regard, the
         merger agreement indicates that the parties intend for the
restructuring and the merger to
         be tax free under Sections 351(a) and/or 368(a) of the Internal
Revenue Code. If you
         believe the business combination will be tax free, please disclose
whether you received an
         opinion of counsel that supports this conclusion. Refer to Section III
of Staff Legal
         Bulletin No. 19. Additionally include summary and risk factor
disclosure and revise your
         Questions and Answers section to briefly address the tax consequences.
Proposal No. 5--The Director Election Proposal, page 107

38.      Note 7 to your financial statements indicates that only Class B
shareholders have the right
         to vote on the election of directors prior to a business combination.
Please revise
         disclosure in this section and elsewhere as appropriate to reconcile.
Proposal No. 7--The Adjournment Proposal, page 110

39.      Please revise your disclosure to reflect that discretionary authority
may not be exercised to
         vote in favor of the adjournment proposal.
Other Information Related to Nubia, page 111

40.      We note disclosure that the sponsor, the target, and/or their
respective affiliates may
         purchase shares, or enter into agreements to purchase shares in the
future, and that any
         such shares purchased by your affiliates would be voted in favor of
the business
         combination. Please provide your analysis on how such purchases will
comply with Rule
         14e-5. To the extent you are relying on Tender Offer Compliance and
Disclosure
         Interpretation 166.01, please provide an analysis regarding how it
applies to your
         circumstances. We further note references to privately negotiated
agreements on pages
         56-57 and a potential $70 million forward purchase agreement on page
75; please disclose
         the purpose of these purchases and provide your analysis on how such
purchases will
         comply with Rule 14e-5.
Information about Honeycomb, page 123

41.      Please revise this section to include specific, clear information
sufficient to allow
         investors to evaluate the spun-off business. Clearly distinguish
Honeycomb   s aspirations
         from its accomplishments throughout. Address, without limitation, each
of the following
         items:
 Jaymes Winters
FirstName   LastNameJaymes    Winters
Nubia Brand   International Corp.
Comapany
April       NameNubia Brand International Corp.
       13, 2023
April 813, 2023 Page 8
Page
FirstName LastName
                Clearly identify each of Honeycomb   s products and the current
stage of its
              development.

                Describe Honeycomb   s development timeline, identifying the
technical, pre-
              production, and production-level expectations and targets
referenced elsewhere (e.g.,
              page 34).

                Clearly describe the steps involved in the research, design,
development,
              manufacturing, and commercialization of Honeycomb   s technology,
identifying the
              material obstacles to overcome.

                Indicate which steps in the development timeline are expected
to be completed with
              existing funds, and which will require additional funding,
consistent with liquidity
              disclosure elsewhere.

                Specifically describe the additional extensive safety testing
required prior to
              Honeycomb   s technology being installed in electric vehicles, as
referenced elsewhere
              (e.g.   page 25).
42.      Please disclose the basis for your claim that "Honeycomb is recognized
as a global leader
         in both the high-capacity anode and the high-energy solidstate
battery." Clarify whether
         the basis for such leadership is supported by quantitative criteria,
taking into account the
         early-stage, developmental nature of Honeycomb   s business. If this
claim relates to
         intellectual property, clarify the extent to which such intellectual
property will be assigned
         to Honeycomb or retained by G3 (and potentially licensed to third
parties).
Manufacturing and Supply, page 133

43.      Your disclosure indicates that Honeycomb plans to be a supplier of
all-solid-state cells
         and certain battery components/materials (e.g., graphite-, Si oxide-,
and Si-rich anode
         materials and electrolytes) to select customers or strategic partners.
Please expand this
         section to address current and expected manufacturing capacity for
each of these
         technologies, as your disclosure currently appears to address only
silicon anode material.
         Clarify whether Honeycomb has entered into any toll
manufacturing/joint venture
         arrangements for solid-state cells, and describe the current or
expected material terms
         thereof.
44.      We note that Section 4 of the Supply and License Agreement limits
manufacture of
         graphene and graphite products for use in Honeycomb   s
battery-related products and
         prohibits resale to third parties. Please revise your disclosure, here
and elsewhere, to
         clarify that Honeycomb will not supply graphene/graphite materials in
light of this
         limitation. For example, and without limitation, we statements that
Honeycomb is
         "positioned to supply . . . graphite from sustainable sources" and
"has developed a process
         technology that allows for cost-effective production of anode-grade
graphite from
         sustainable sources such as biomass and recycled materials."
 Jaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 9
45.      Please describe the material terms of Honeycomb   s supply agreements.
In this regard, we
         note disclosure on page 24 that some agreements require Honeycomb to
bear certain costs
         relating to product recalls and replacements due to defects of
incorporated battery
         products.
Intellectual Property, page 134

46.      Please revise to identify Honeycomb   s material patents, including
duration. Distinguish
         clearly between owned and licensed patents and other intellectual
property. Describe the
         material terms of the G3 license, including any limitations
thereunder, and the G3 patent
         assignment (referenced in Section 11 of the Contribution Agreement).
Government Regulation and Compliance, page 137

47.      Please expand your disclosure to describe the government regulations
pertaining to battery
         safety, transportation of batteries, use of batteries in vehicles,
factory safety, and disposal
         of hazardous materials to which Honeycomb is or will be subject.
Management after the Business Combination, page 138

48.      Please revise this section to describe the portion of time your
Executive Chairman and
         Chief Science Officer will dedicate to the post-combination company,
in light of
         disclosure on page 27 regarding his continued employment with G3.
Additionally revise
         your disclosure to (i) clarify whether other members of your
management will retain
         positions with G3 and (ii) identify all directorships held. In this
regard, we note that Dr.
         Jang is identified as chairman of the board of directors of G3 on page
169.
Involvement in Certain Legal Proceedings, page 141

49.      Please revise to include disclosure regarding the bankruptcy
proceedings involving the
         Chief Executive Officer of the combined company, as disclosed in your
Form 10-K.
Executive Compensation, page 143

50.      Please revise to include 2022 compensation information with respect to
Honeycomb   s
         directors and executive officers, explaining any assumptions
(including by reference to the
         combined carved-out financial statements as appropriate).
51.    We note disclosure that the combined company intends to develop a
compensation
       program. Please expand to discuss the expected material terms thereof,
including salary
FirstName LastNameJaymes Winters
       and bonus arrangements. In light of disclosure that the combined company
will reimburse
Comapany
       70%NameNubia      Brandcompensation
            of Dr. Bor Jang   s  International Corp.
                                             and related costs at G3,
additionally disclose the
       material terms
April 13, 2023 Page 9 of these arrangements.
FirstName LastName
 Jaymes Winters
FirstName  LastNameJaymes    Winters
Nubia Brand  International Corp.
Comapany
April      NameNubia Brand International Corp.
      13, 2023
April 10
Page  13, 2023 Page 10
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 148

52.      It appears to us that your presentation of the weighted average shares
should reflect a pro
         forma adjustment for the 70,000,000 common shares issued as
consideration in the
         transaction. In this regard, please add footnote disclosure explaining
the adjustment made
         to get from the historical weighted average common shares to the pro
forma amounts in
         the minimum redemption and maximum redemption columns. Refer to Rule
11-02(a)(9)
         of Regulation S-X for guidance.
Honeycomb's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources, page 154

53.      Please expand your disclosure to address that Honeycomb   s auditor
has expressed
         substantial doubt as to its ability to continue as a going concern, as
well as management   s
         plan to address this circumstance.
Description of Securities, page 158

54.      Please revise this section to clearly describe the securities of the
post-combination
         company. For instance, the public and private warrants are described
as your securities
         (i.e., the pre-combination company); revise to describe warrants of
the post-combination
         company or otherwise clarify whether these will remain outstanding
with no changes
         following the business combination.
Certain Relationships and Related Party Transactions, page 170

55.      Please disclose the sponsor   s promissory note and related party
advances described in note
         5 of your financial statements.
56.      Please revise your disclosure to clearly describe the lock-up
provisions that will be in
         effect following the business combination pursuant to the parent
support, company lock-
         up, and/or sponsor lock-up agreements. Additionally clarify whether
the representative
         shares are still subject to the lock-up described in note 6 to your
financial statements.
57.      We note disclosure that, pursuant to the registration rights
agreement, Honeycomb will be
         obligated to file a registration statement to register the resale of
certain securities of
         Honeycomb held by the Holders (which term is defined to include your
public
         shareholders). Please revise to clarify whether registration rights
refer to securities of the
         combined company, and how such rights relate to public shareholders.
Conform
         disclosure regarding registration rights throughout the proxy
statement (including
         financial statement notes) as appropriate.
 Jaymes Winters
FirstName  LastNameJaymes    Winters
Nubia Brand  International Corp.
Comapany
April      NameNubia Brand International Corp.
      13, 2023
April 11
Page  13, 2023 Page 11
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Alex Weniger-Araujo