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                            May 26, 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 May 12, 2023
                                                            File No. 001-41323

       Dear Jaymes Winters:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
13, 2023, letter.

       Preliminary Proxy Statement on Schedule 14A, filed May 12, 2023

       General

   1.                                                   We note references to
"HBC shareholders" throughout, although you also disclose that G3
                                                        is the parent of HBC
and will be the 81% owner of the post-combination company. Please
                                                        define the term "HBC
shareholders" to identify which party or parties this refers to.
                                                        Clearly state if G3 is
currently, and will be following the business combination, the sole
                                                        "HBC shareholder."
   2.                                                   We note your response
to prior comment 1 and reissue it. 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 of 1933. State any
                                                        exemption relied upon
for the issuance of merger stock to G3 (and any other HBC
 Jaymes Winters
Nubia Brand International Corp.
May 26, 2023
Page 2
         shareholder). Tell us whether G3 has any plans, arrangements, or
understandings with
         respect to the common stock, including to distribute the shares to
beneficial owners, and if
         so, state the exemption.
3.       Please tell us, with a view to disclosure, whether you have received
notice from the
         underwriter or any other firm engaged in connection with your initial
public offering
         about ceasing involvement in your transaction and how that may impact
your deal,
         including the deferred underwriting compensation owed for the SPAC
initial public
         offering.
4.       Please revise your disclosure to reflect the special shareholder
meeting being called to
         extend the deadline of the business combination to December 15, 2023.
Include, without
         limitation, the percentage of redeeming shareholders, changes in
extension deposits, and
         effects on the trust account.
5.       Your revisions in response to prior comment 2 refer to holdback
shares. Please revise
         disclosure related to the merger consideration to describe the
holdback shares, for example
         on page 3. Additionally revise disclosure relating to ownership of the
post-combination
         company to explain how these shares are taken into account, for
example on page 9.
6.       We note your response to prior comment 5 and reissue it in part.
Please file with your
         proxy statement the registration rights agreement referenced on pages
54 and 195, and the
         lock-up letter agreement dated March 22, 2022, and referenced on page
194.
Summary of the Proxy Statement
Controlled Company, page 2

7.       Your revisions in response to prior comment 3 state, "It is not our
intention to elect not to
         comply with all of these corporate governance requirements after the
Closing . . . . "
         Please further revise to clearly disclose whether you intend to rely
upon the controlled
         company exemptions. Additionally revise cross-references for
consistency with the risk
         factor caption.
Impact of the Business Combination on the Combined Company's Public Float, page
9

8.     We note that you have revised to include a table which    illustrates
the varying ownership
       levels in the Combined Company immediately following the consummation of
the
       Transactions based on the assumptions above.    In this regard, we note
that the table
       includes the earnout shares that may be issued to the HBC shareholders
in future periods
FirstName LastNameJaymes Winters
       based on certain trading prices of the common stock. In light of the
fact that none of these
Comapany    NameNubia
       earnout  scenariosBrand
                          can beInternational Corp. at the time of the business
combination,
                                 issued immediately
May 26,please
         2023revise
               Page 2your table accordingly.
FirstName LastName
 Jaymes Winters
FirstName  LastNameJaymes    Winters
Nubia Brand  International Corp.
Comapany
May        NameNubia Brand International Corp.
     26, 2023
May 26,
Page 3 2023 Page 3
FirstName LastName
Risk Factors
We may require additional capital to support business growth...., page 35

9.       We note your response to prior comment 22. Please further revise to
update the reference
         to June 30, 2023, clarify the meaning of "into 2024," and to reflect
the effect of
         redemptions in connection with the shareholder meeting for the
extension proposal.
         Clearly state if additional funding will be required by the combined
company, revising
         disclosure throughout that indicates funding "may" be required. In an
appropriate
         location, describe more specifically anticipated funding requirements
in relation to the
         combined company's business plans, explaining underlying assumptions.
In this regard,
         we note disclosure on page 155 that indicates Honeycomb's existing
funding is sufficient
         for Sample A; please describe funding requirements in relation to the
other items within
         the table.
The amended and restated bylaws that will be effective...., page 58

10.      Despite your response to prior comment 28, the exclusive forum
provisions contained in
         Article XI of the Second Amended Certificate of Incorporation and
Section 9.16 of the
         Amended Bylaws do not appear to be fully consistent with the
disclosure or with each
         other; please reconcile.
Proposal No. 1--The Business Combination Proposal
Background of the Transactions
Honeycomb's Financial Projections, page 87

11.      We note the statements that, "The projected financials . . . are the
responsibility of
         Honeycomb's management" and "[N]one of Nubia, Honeycomb or any of
their
         independent auditors express an opinion or any other form of assurance
with respect
         thereto or its achievability, and assume no responsibility for, and
disclaim any association
         with, the financial projections." These statements appears to imply a
disclaimer of
         responsibility for this information. Please either revise to remove
such implication or
         specifically state that you are liable for all information in the
proxy statement.
U.S. Material Federal Income Tax Consequences
Material U.S. Federal Income Tax Consequences of the Merger, page 108

12.      We note your response to prior comment 37. Please revise to disclose
the expected tax
         treatment of the restructuring and merger rather than stating it "is
not certain" and "might
         qualify" as a tax-free reorganization. In describing the conditions
for tax-free treatment,
         address whether the restructuring and merger is expected to satisfy
these conditions,
         together with associated uncertainties, based on your specific facts
and circumstances.
 Jaymes Winters
FirstName  LastNameJaymes    Winters
Nubia Brand  International Corp.
Comapany
May        NameNubia Brand International Corp.
     26, 2023
May 26,
Page 4 2023 Page 4
FirstName LastName
Other Information Related to Nubia, page 128

13.      Your revisions in response to prior comment 40 indicate that the
purpose of share
         purchase agreements could be to "reduce the number of public warrants
outstanding
         and/or increase the likelihood of approval on any matters submitted to
the public warrant
         holders for approval in connection with the Transactions" or "satisfy
a closing condition in
         an agreement with a target that requires us to have a minimum net
worth or a certain
         amount of cash at the closing of the Transactions." Please revise your
disclosure to clarify
         whether purchases of public warrants in addition to shares may be
made, and to describe
         the purpose of such purchases since it does not appear any matters are
being submitted for
         public warrant holder approval. Additionally revise to reflect whether
your closing
         conditions include a minimum net worth or cash requirement.
Information About Honeycomb, page 141

14.      We note your response to prior comment 41 and reissue it in part.
Please revise to
         specifically describe the additional extensive safety testing required
prior to Honeycomb   s
         technology being installed in electric vehicles, as referenced
elsewhere (e.g., pages 26 and
         29). Describe the preliminary and additional testing that has been or
is expected to be
         conducted in relation to each product, including timing. Clarify
whether such testing will
         be conducted by Honeycomb or by EV manufacturers incorporating
Honeycomb's
         technology, in light of disclosure on page 160.
Unaudited Pro Forma Condensed Combined Financial Information, page 169

15.      We note that you currently present a minimum and maximum redemption
scenario in your
         pro forma financial statements in which the maximum scenario results
in negative cash,
         which has been reclassified in Note J. We also note your disclosure on
page 117 which
         indicates that the existing organizational documents limit Nubia   s
ability to consummate a
         business combination, or to redeem Class A Common in connection with a
business
         combination, if it would cause Nubia to have less than $5,000,001 in
net tangible assets.
         We also note that you have included Proposal 3, in which you are
seeking shareholder
         approval to modify the current charter provision that requires net
tangible assets to exceed
         $5 million upon the consummation of a Business Combination. Please
revise your pro
         forma disclosure to transparently indicate, if true, that the maximum
redemption scenario
         presented is premised on Proposal 3 passing. Please also revise to
include a scenario
         depicting the maximum number (and dollar amount) of Nubia common stock
redemptions
         that could occur for the HBC acquisition to close even if Proposal 3
is not approved.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 3(J), page 173

16.      We note that you have revised to include an adjustment (J) which
reclassifies the negative
         cash that may result from the redemptions, to APIC. Please revise to
reflect this amount as
         a current liability and to more fully explain the nature of the $6.3
million pro forma
 Jaymes Winters
Nubia Brand International Corp.
May 26, 2023
Page 5
         adjustment, including the potential cash shortfall and the need for
additional funding.
         Additionally, please expand the question and answer on page v to
discuss the potential
         cash shortfall in the maximum redemption scenario.
Beneficial Ownership of Securities, page 192

17.      We note your response to prior comment 4. Please further revise to
disclose the beneficial
         ownership of G3, identifying the natural persons who have voting and
dispositive control
         of the shares, and the total number of beneficial owners.
Certain Relationships and Related Party Transactions, page 193

18.      We note your revisions in response to prior comment 55. Please update
information as of
         the most recent practicable date. Ensure consistency with disclosure
elsewhere regarding
         the interests of the sponsor and its affiliates in the business
combination.
Notes to the Audited Financial Statements
Note 7. Stockholders Equity (Deficit), page F-18

19.    We note your disclosure in Note 7 to the audited financial statements of
Nubia indicates
       that The Private Placement Warrants are identical to the Public Warrants
underlying the
       Units being sold in the Initial Public Offering. However, we note from
your disclosure on
       page xi that there appear to be differences in exercise provisions. In
this regard we note
       your disclosure on page xi that the Public Warrants are identical to the
Private Placement
       Warrants in material terms and provisions, except that the Private
Placement Warrants
       will not be transferable, assignable or salable until 30 days after the
Closing (except in
       limited circumstances), will not be redeemable by Nubia so long as they
are held by the
       Initial Stockholders, including any of their permitted transferees, and
may be exercised by
       the holders on a cashless basis. If the Private Placement Warrants are
held by holders
       other than the Initial Stockholders, including any of their permitted
transferees, they will
       be redeemable by Nubia and exercisable by the holders on the same basis
as the Public
       Warrants. Please provide us with your analysis under ASC 815-40 to
support your
       accounting treatment for the Private Warrants as equity. As part of your
analysis, please
       specifically address the cashless exercise provisions disclosed on page
xi and explain
       whether you believe there are potential changes to the settlement
amounts that are
FirstName LastNameJaymes Winters
       dependent upon the characteristics of the holder of the warrant. If so,
tell us how you
Comapany    NameNubia
       concluded          Brand
                   that such     International
                             a provision  wouldCorp.
                                                 not preclude the private
placement warrants from
May 26,being
         2023indexed
                Page 5 to the entity   s stock based on the guidance in ASC
815-40.
FirstName LastName
 Jaymes Winters
FirstName  LastNameJaymes    Winters
Nubia Brand  International Corp.
Comapany
May        NameNubia Brand International Corp.
     26, 2023
May 26,
Page 6 2023 Page 6
FirstName LastName
       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