DEFM14A 1 defm14a1123_nubiabrand.htm PROXY STATEMENT

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

NUBIA BRAND INTERNATIONAL CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibits required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF NUBIA BRAND INTERNATIONAL CORP.

Proxy Statement dated November 8, 2023
and first mailed to shareholders on or about November 8, 2023.

NUBIA BRAND INTERNATIONAL CORP.
13355 Noel Rd, Suite 1100
Dallas, TX 75240

Dear Nubia Brand International Corp. Stockholders,

On behalf of the Nubia board of directors (the “Nubia Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Nubia Brand International Corp., a Delaware corporation (“Nubia,” “we” or “our”), to be held via live webcast at 9:00 a.m. Eastern Time, on November 24, 2023. The special meeting can be accessed by visiting https://www.cstproxy.com/nubiabrandinternational/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On February 16, 2023, Nubia entered into a Merger Agreement (as amended on August 25, 2023, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”), a copy of which is attached to the accompanying proxy statement as Annex A, which, among other things, provides for the merger of Merger Sub with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”). Following the consummation of the Transactions, Nubia will change its name to Solidion Technology, Inc. The new public entity following the consummation of the Transactions is referred to herein as the “Combined Company.”

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the shareholders of HBC pursuant to the Merger Agreement (the “Merger Consideration”) will be equal to $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the federal tax lien (the “G3 Tax Lien”) filed against G3 (as defined below) in the Montgomery County Recorder’s Office on October 21, 2020, if the G3 Tax Lien is not released prior to Closing. The per share Merger Consideration to shareholders of HBC will be approximately 70,000,000 shares of Nubia’s Class A common stock in exchange for each issued and outstanding share of HBC common stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

Global Graphene Group, Inc., a Delaware corporation and the parent of HBC (“G3”), and Arbor Lake Capital Inc., a British Virgin Islands corporation (“Arbor Lake”), as the owners of all issued and outstanding shares of HBC prior to the Effective Time, will also have the opportunity to earn up to 22,500,000 additional shares of Nubia’s Class A common stock: (i) 5,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $12.50 per share; (ii) 7,500,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $15.00 per share; and (iii) 10,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $25.00 per share, subject to the terms of the Merger Agreement.

At the special meeting, Nubia stockholders will be asked to consider and vote upon:

(1)     Proposal No. 1 — a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement — we refer to this proposal as the “business combination proposal”;

(2)     Proposal No. 2 — a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

 

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(3)     Proposal No. 3 — a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission — we refer to this proposal as the “NTA amendment proposal”;

(4)     Proposal No. 4 — a proposal to approve and adopt the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex D;

(5)     Proposal No. 5 — a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)     Proposal No. 6 — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”;

(7)     Proposal No. 7 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Nubia common stock at the close of business on November 6, 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Nubia Board has determined that the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Nubia and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Nubia Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Nubia stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

All Nubia stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Nubia’s units, Class A common stock and warrants are currently listed on the Nasdaq Global Market under the symbols NUBIU, NUBI and NUBIW, respectively. In connection with the Transactions, Nubia has applied to have Nubia’s Class A common stock and warrants listed on The Nasdaq Stock Market LLC (“Nasdaq”), and it will change its name to Solidion Technology, Inc. Upon the closing of the Transactions, we expect that the Combined Company’s Common Stock (as defined below) and warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively. As a result, Nubia’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

 

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Pursuant to Nubia’s current certificate of incorporation, a holder of public shares may demand that Nubia redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Nubia redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Nubia’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Nubia will redeem each public share for a full pro rata portion of the trust account holding the proceeds from Nubia’s initial public offering, calculated as of two business days prior to the consummation of the business combination.

Because Global Graphene Group, Inc., a Delaware corporation and the parent of HBC, will hold approximately 88.5% of the voting power of the Combined Company upon the closing of the Transactions, we will be a “controlled company” under the corporate governance rules of Nasdaq. We do not currently expect to rely upon the “controlled company” exemptions. However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Nubia is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Nubia will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Nubia IPO, (b) in which Nubia has total annual gross revenue of at least $1.07 billion, or (c) in which Nubia is deemed to be a large accelerated filer, which means the market value of Nubia’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Nubia has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

This proxy statement provides you with detailed information about the Transactions and other matters to be considered at the special meeting of Nubia’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. In particular, when you consider the recommendation regarding these proposals by the board of directors of Nubia, you should keep in mind that Nubia’s directors and officers have interests in the Transactions that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, 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 liquidating Nubia. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Jaymes Winters
Chairman of the Board of Directors

November 8, 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE NUBIA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NUBIA’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING.    YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF NUBIA STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement is dated November 8, 2023 and is first being mailed to Nubia stockholders on or about November 8, 2023.

 

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement describes other than those contained in this proxy statement, and, if given or made, the information or representation must not be relied upon as having been authorized by Nubia or HBC. This proxy statement does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement nor any distribution of securities made under this proxy statement will, under any circumstances, create an implication that there has been no change in the affairs of Nubia or HBC since the date of this proxy statement or that any information contained herein is correct as of any time subsequent to such date.

 

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NUBIA BRAND INTERNATIONAL CORP.
13355 Noel Rd, Suite 1100
Dallas, TX 75240

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 24, 2023

TO THE STOCKHOLDERS OF NUBIA BRAND INTERNATIONAL CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Nubia Brand International Corp., a Delaware corporation (“Nubia,” “we” or “our”), will be held via live webcast at 9:00 a.m. Eastern Time, on November 24, 2023. The special meeting can be accessed by visiting https://www.cstproxy.com/nubiabrandinternational/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of Nubia’s board of directors (the “Nubia Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)     Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement — we refer to this proposal as the “business combination proposal”;

(2)     Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)     Proposal No. 3 — To consider and vote upon a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission — we refer to this proposal as the “NTA amendment proposal”;

(4)     Proposal No. 4 — a proposal to approve and adopt the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex D;

(5)     Proposal No. 5 — To consider and vote upon a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)     Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(7)     Proposal No. 7 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Nubia common stock at the close of business on November 6, 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

 

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After careful consideration, the Nubia Board has determined that the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Nubia and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Nubia Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Nubia stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

Pursuant to Nubia’s current certificate of incorporation, a holder of public shares may demand that Nubia redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Nubia redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Nubia’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Nubia will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination.

All Nubia stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Jaymes Winters
Chairman of the Board of Directors

November 8, 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE NUBIA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NUBIA’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING.    YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF NUBIA STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

ii

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

   

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

v

SUMMARY OF THE PROXY STATEMENT

 

1

SELECTED HISTORICAL FINANCIAL INFORMATION OF NUBIA

   

SELECTED HISTORICAL FINANCIAL INFORMATION OF HONEYCOMB

 

21

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

22

COMPARATIVE PER SHARE INFORMATION

 

26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

28

RISK FACTORS

 

30

SPECIAL MEETING OF NUBIA STOCKHOLDERS

 

69

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

73

PROPOSAL NO. 2 — THE CHARTER PROPOSAL

 

117

PROPOSAL NO. 3 — THE NTA AMENDMENT PROPOSAL

 

119

PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

 

120

PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSAL

 

126

PROPOSAL NO. 6 — THE NASDAQ PROPOSAL

 

127

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

 

129

OTHER INFORMATION RELATED TO NUBIA

 

130

NUBIA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

139

INFORMATION ABOUT HONEYCOMB

 

145

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

168

EXECUTIVE COMPENSATION

 

174

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

177

HONEYCOMB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

187

DESCRIPTION OF SECURITIES

 

195

MARKET PRICE, TICKER SYMBOLS AND DIVIDEND INFORMATION

 

203

BENEFICIAL OWNERSHIP OF SECURITIES

 

204

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

206

APPRAISAL RIGHTS

 

210

SUBMISSION OF STOCKHOLDER PROPOSALS

 

210

FUTURE STOCKHOLDER PROPOSALS

 

210

OTHER STOCKHOLDER COMMUNICATIONS

 

211

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

211

WHERE YOU CAN FIND MORE INFORMATION

 

212

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex

   

Annex A — Merger Agreement

 

A-1

Annex B — Form of Second Amended and Restated Certificate of Incorporation

 

B-1

Annex C — Form of Amended and Restated Bylaws

 

C-1

Annex D — Combined Company’s 2023 Stock Incentive Plan

 

D-1

Annex E — Fairness Opinion of EverEdge Global

 

E-1

Annex F — Contribution Agreement

 

F-1

Annex G — Supply and License Agreement

 

G-1

Annex H — Shared Services Agreement

 

H-1

Annex I — Company Support Agreement

 

I-1

Annex J — Parent Support Agreement

 

J-1

Annex K — Company Lock-Up Agreement

 

K-1

Annex L — Patent Assignment Agreement

 

L-1

Annex M — Letter Agreement, dated March 10, 2022

 

M-1

Annex N — Registration Rights Agreement

 

N-1

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

amended and restated bylaws” are to the form of amended and restated bylaws of the Combined Company, attached as Annex C;

ASC” are to the Accounting Standards Codification;

Closing” are to the consummation of the Transactions;

Closing Date” are to the date on which the Transactions are consummated;

Code” are to the U.S. Internal Revenue Code of 1986, as amended.

Combined Company” are to the new public entity following the consummation of the Transactions, the name of which shall be Solidion Technology, Inc.;

“Combined Company Board” are to the board of directors of the Combined Company;

Combined Company’s Common Stock” are to shares of common stock, par value $0.0001 per share, of the Combined Company;

Combined Company Warrants” are to all issued and outstanding warrants to purchase shares of the Combined Company’s Common Stock immediately following the Closing of the Merger;

common stock” are to Nubia’s Class A common stock and Nubia’s Class B common stock;

Company Lock-Up Agreement” are to the Company Lock-Up Agreement, dated as of February 16, 2023, by and among Nubia and certain other parties thereto;

Company Support Agreement” are to the Company Support Agreement, dated as of February 16, 2023, by and among Nubia and certain other parties thereto;

completion window” are to the period following the completion of Nubia’s IPO at the end of which, if Nubia has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted tax and working capital withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on November 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation);

current bylaws” are to Nubia’s bylaws in effect as of the date of this proxy statement;

current certificate of incorporation” are to Nubia’s amended and restated certificate of incorporation in effect as of the date of this proxy statement;

DGCL” are to the Delaware General Corporation Law, as amended;

Effective Time” are to the date and time that the Merger becomes effective;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

FASB” are to the Financial Accounting Standards Board;

founder shares” are to shares of Nubia’s Class B common stock and Nubia’s Class A common stock issued upon the automatic conversion thereof at the time of Nubia’s initial business combination. The founder shares are held of record by the Sponsor as of the record date;

GAAP” are to accounting principles generally accepted in the United States of America;

G3” or “Parent” are to Global Graphene Group, Inc., a Delaware corporation and the parent of HBC;

G3 Tax Lien Amount” means Two Million Dollars ($2,000,000) plus any additional interest or penalties incurred prior to the Closing in respect of the G3 Tax Lien.

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G3 Tax Lien” means the federal tax lien filed against G3 in the Montgomery County Recorder’s Office on October 21, 2020.

GWh” means giga-watt hours;

HBC” are to Honeycomb Battery Company, an Ohio corporation;

“HBC Shareholders” are to (i) G3, as the holder of 1,000 shares of HBC common stock issued and outstanding currently and at all times prior to the Effective Time, and (ii) Arbor Lake, as the holder of 25.6410256 shares of HBC common stock issued and outstanding currently and at all times prior to the Effective Time;

HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

Holdback Shares” means shares of Combined Company common stock issuable to the HBC Shareholders as part of the Merger Consideration at or following Closing depending on whether the G3 Tax Lien is released prior to or following Closing, the number of which shares shall be equal to the quotient of (a) G3 Tax Lien Amount divided by (b) Ten Dollars ($10.00), and the maximum number of which, assuming no additional interest or penalties on the G3 Tax Lien, will be 200,000 shares;

Honeycomb” are, prior to the Restructuring (as defined below), to the battery group of G3 together with its consolidated subsidiaries, and after the Restructuring, to the Combined Company together with its consolidated subsidiaries;

Incentive Plan” are to the Combined Company’s 2023 Stock Incentive Plan;

Insiders” are to Jaymes Winters, Vlad Prantsevich, David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, and Yvonne Brown;

MT” means metric tons;

Merger” are to the merger of Merger Sub and HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia;

Merger Agreement” are to that certain Merger Agreement, dated as of February 16, 2023, as amended by Amendment No.1 thereto, dated August 25, 2023, by and among Nubia, HBC and Merger Sub, as the same has been or may be amended, modified, supplemented or waived from time to time;

Merger Consideration” are to the aggregate consideration to be paid to the HBC Shareholders, which will consist of 70,000,000 shares of the Combined Company’s common stock to be paid to the HBC Shareholders at Closing (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) and (ii) up to an additional 22,500,000 shares of the Combined Company’s common stock issuable to the HBC Shareholders as earn-out shares.

Nasdaq” are to The Nasdaq Stock Market LLC;

Nubia” are to Nubia Brand International Corp., a Delaware Corporation;

Nubia IPO” are to the initial public offering by Nubia which closed on March 15, 2022;

Nubia’s Class A common stock” are, prior to consummation of the Transactions, to Nubia’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Combined Company’s Common Stock;

Nubia’s Class B common stock” are to Nubia’s Class B common stock, par value $0.0001 per share;

private placement warrants” are to Nubia’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Nubia IPO;

pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

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public shares” are to shares of Nubia’s Class A common stock sold as part of the units in the Nubia IPO (whether they were purchased in the Nubia IPO or thereafter in the open market);

public stockholders” are to the holders of Nubia’s public shares, including the Sponsor and Nubia’s officers and directors to the extent the Sponsor and Nubia’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

public warrants” are to Nubia’s warrants sold as part of the units in the Nubia IPO (whether they were purchased in the Nubia IPO or thereafter in the open market);

SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

Sponsor” are to Mach FM Acquisitions LLC, a Delaware limited liability company;

Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

trust account” are to the trust account of Nubia that holds the proceeds from the Nubia IPO;

VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by Nubia,” and

warrants” are to the public warrants and the private placement warrants.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Nubia stockholders. Stockholders are urged to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

Q.     Why am I receiving this proxy statement?

A.     Nubia and HBC have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and Nubia encourages its stockholders to read it in its entirety. Nubia’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, which, among other things, includes provisions for the Merger of Merger Sub with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q.     When and where is the Special Meeting?

A.     The special meeting will be held via live webcast on November 24, 2023 at 9:00 a.m. Eastern Time. The special meeting can be accessed by visiting https://www.cstproxy.com/nubiabrandinternational/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

Q.     What are the proposals on which I am being asked to vote at the special meeting?

A.     The stockholders of Nubia will be asked to consider and vote on the following proposals at the special meeting:

1.       a proposal to approve the business combination described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

2.       a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

3.       a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Please see the section entitled “Proposal No. — The NTA Amendment Proposal”;

4.       a proposal to approve and adopt the Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

5.       a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

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6.       a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

7.       a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

Nubia will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Q.     Why is Nubia proposing the business combination?

A.     Nubia was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On March 15, 2022, Nubia completed its initial public offering of units, with each unit consisting of one share of its Nubia’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of Nubia’s Class A common stock at a price of $11.50, raising total gross proceeds of approximately $123,500,000. As of November 6, 2023, the record date for the special meeting, there was approximately $42,846,133.79 held in the trust account. Since the Nubia IPO, Nubia’s activity has been limited to the evaluation of business combination candidates.

Honeycomb is in the business of the development and commercialization of battery materials, components, cells and selected module/pack technologies. The Nubia Board conducted extensive due diligence on Honeycomb’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The Nubia Board considered the results of the diligence review. As a result, Nubia believes that a business combination with Honeycomb will provide Nubia stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Nubia Board of Directors’ Reasons for Approval of the Transactions.

Q.     Why is Nubia providing stockholders with the opportunity to vote on the business combination?

A.     Under our current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

Q.     What will happen in the business combination?

A.     Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Nubia will acquire Honeycomb in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the closing of the business combination contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into HBC, with HBC surviving the Merger as a wholly owned subsidiary of Nubia.

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Q.     Following the business combination, will the Combined Company’s securities continue to trade on a stock exchange?

A.     Yes. We have applied to have the Combined Company’s Common Stock and public warrants listed on Nasdaq. In connection with the business combination, Nubia will change its name to Solidion Technology, Inc. and upon the Closing, we expect that and the Combined Company’s Common Stock and warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively. As a result, Nubia’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Q.     How will the business combination impact the shares of Nubia outstanding after the business combination?

A.     Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own all of the issued and outstanding shares of HBC and are currently, and will be at all times prior to the Effective Time, the only shareholders of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

Q.     Will the management of Honeycomb change in the business combination?

A.     We anticipate that Jaymes Winters, the CEO of Nubia, Vlad Prantsevich, the CFO of Nubia, and Davey Thomas will respectively be appointed Chief Executive Officer, Chief Financial Officer and Vice President of Power Systems of the Combined Company at Closing. Dr. Bor Jang will be appointed Executive Chairman and Chief Science Officer. In addition, following the Closing, the Combined Company’s board of directors will include seven directors, five of whom will be nominated by HBC and two of whom will be nominated by Nubia. At least four of the seven directors are expected to be independent such that a majority of the board of directors is independent. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Q.     What equity stake will current Nubia stockholders and HBC shareholders hold in the Combined Company immediately after the consummation of the Transactions?

A.     As of the date of this proxy statement, there are (i) 7,130,617 shares of common stock issued and outstanding, which includes the 3,087,500 founder shares held by the Sponsor, the 3,919,617 public shares, and the 123,500 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, and (ii) 11,580,000 warrants issued and outstanding, which includes the 5,405,000 private placement warrants held by the Sponsor and the 6,175,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Nubia’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement (without giving effect to the Transactions) the Nubia fully diluted share capital would be 18,710,617 common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different.

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The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

 

Pro Forma Combined
(Assuming No Redemptions)

 

Pro Forma Combined
(Assuming 50% Redemptions)

 

Pro Forma Combined
(Assuming Maximum
Redemptions)
(4)

   

Number of Shares

 

%
Ownership

 

Number of Shares

 

%
Ownership

 

Number of
Shares

 

%
Ownership

HBC Shareholders(1)(2)(6)

 

70,000,000

 

90.7

%

 

70,000,000

 

93.1

%

 

70,000,000

 

95.6

%

Nubia Sponsor

 

3,087,500

 

4.0

%

 

3,087,500

 

4.1

%

 

3,087,500

 

4.2

%

Underwriter

 

123,500

 

0.2

%

 

123,500

 

0.2

%

 

123,500

 

0.2

%

Nubia public stockholders(5)

 

3,919,617

 

5.1

%

 

1,959,809

 

2.6

%

 

 

0.0

%

Total(3)

 

77,130,617

 

100.0

%

 

75,170,809

 

100.0

%

 

73,211,000

 

100.0

%

____________

(1)      Consists of (i) 68,250,000 shares to be held by G3 and (ii) 1,750,000 shares to be held by Arbor Lake. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to all shares owned by G3 (the “G3 Shares”). Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(2)      Does not include shares subject to the earn out.

(3)      Does not include warrants of 11,580,000.

(4)      Assumes all 3,919,617 shares held by the Nubia public stockholders are redeemed.

(5)      After giving effect for the June 14, 2023 redemption.

(6)      Assumes the G3 Tax Lien is released prior to Closing and the Holdback Shares are issued at Closing.

See the subsection entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Merger Agreement, including the expiration or termination of the applicable waiting period under the HSR Act, and the approval by the stockholders of Nubia of the business combination proposal, the Nasdaq proposal, the charter proposal, the incentive plan proposal and the director proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

Q.     What happens if I sell my shares of Nubia’s Class A common stock before the special meeting?

A.     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Nubia’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Nubia’s Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Nubia’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q.     What constitutes a quorum at the special meeting?

A.      A majority of the voting power of all issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, 3,565,309 shares of our common stock would be required to be present at the special meeting to achieve a quorum.

Nubia’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

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Q.     What vote is required to approve the proposals presented at the special meeting?

A.     The approval of each of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would not need any of the 3,919,617 public shares to be voted in favor of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal in order to have such proposals approved (assuming that the initial stockholders do not purchase any units or shares in the open-market). Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal and the NTA amendment proposal each require the affirmative vote of holders of at least sixty-five percent (65%) of all of Nubia’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of Nubia’s Class A common stock, or 1,959,809 public shares, voting as a separate class. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would need only 1,423,901, or 36.3%, of the 3,919,617 public shares to be voted in favor of the charter proposal and the NTA amendment proposal in order to have such proposals approved (assuming that the initial stockholders do not purchase any units or shares in the open-market).

Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Nubia’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Nubia stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Q.     How many votes do I have at the special meeting?

A.     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of November 6, 2023, the record date for the special meeting. As of the close of business on the record date, there were 7,130,617 outstanding shares of our common stock.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Nubia redeem such shares for a pro rata portion of the cash held in Nubia’s trust account. Nubia sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

If the NTA Amendment Proposal is not approved, the business combination may be consummated only if Nubia has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash in accordance with Nubia’s current certificate of incorporation.

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Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Nubia redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to Nubia’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes and prior to deduction of any applicable taxes, was approximately $42,846,133.79 or $10.93 per share, as of November 6, 2023, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Nubia’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to Nubia’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Nubia’s transfer agent return the shares (physically or electronically). You may make such request by contacting Nubia’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Nubia’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if the business combination is consummated, Nubia will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Nubia common stock for cash.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder or Non-U.S. Holder elects to redeem its holdings of Nubia’s Class A common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Nubia’s Class A common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder or Non-U.S. Holder at the time such holder exercises his, her, or its redemption rights. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder or Non-U.S. Holder electing to redeem its holdings of Nubia’s Class A common stock for cash.

Q.     What are the U.S. federal income tax consequences of the Merger?

A.     For U.S. federal income tax purposes, it is expected that the Merger will qualify as either (a) a tax-deferred reorganization within the meaning of Section 368(a) of the Code or (b) a tax-deferred contribution described in Section 351(a) of the Code. However, if certain requirements are not satisfied, the Merger would be treated, for U.S. federal income tax purposes, as a taxable exchange by the shareholders of HBC common stock for Nubia’s Class A common stock. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger.

Q.     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?

A.     The Public Warrants are identical to the Private Placement Warrants. The Sponsor agreed not to transfer, assign or sell any of the Private Placement Warrants, including the common stock issuable upon exercise of such warrants (except to certain permitted transferees) until 30 days after the Closing.

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Following the Closing, the Combined Company may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you. The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of Nubia Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the Public Warrants become redeemable by the Combined Company, it may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Combined Company may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

If a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days from the consummation of Nubia’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Combined Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

Historical trading prices for shares of Nubia Common Stock have varied between a low of approximately $9.94 per share on May 18, 2022 to a high of approximately $11.61 per share on June 14, 2023 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that, after the Transactions, the Combined Company elects to redeem all of the redeemable warrants as described above, the Combined Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement dated March 10, 2022, between Nubia and Continental Stock Transfer & Trust Company, as warrant agent, shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to DTC. Please see “Risk Factors — Even if Nubia consummates the Business Combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless” and “Risk Factors — Nubia may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants” for more information.

Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither Nubia stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of Nubia Stockholders — Appraisal Rights.

Q.     What happens to the funds deposited in the trust account after consummation of the business combination?

A.     The net proceeds of the Nubia IPO and the concurrent private placement, a total of $125,970,000, were placed in the trust account immediately following the Nubia IPO. As of November 6, 2023, the record date for the special meeting, there was approximately $42,846,133.79 held in the trust account (prior to the deduction of any applicable taxes). After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $4,322,500 as deferred underwriting commissions) and to fund the Merger Consideration.

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Q:     Will Nubia enter into any financing arrangements in connection with the Business Combination?

A:     Yes. Pursuant to the Merger Agreement, Nubia and HBC agreed to in good faith endeavor to execute committed subscription agreements with investors relating to a purchase of Nubia’s Class A common stock through a private placement for an amount no less than $70,000,000 within thirty (30) days following the Closing. As of the date of this proxy statement, Nubia and Honeycomb have not entered into any agreements relating to transaction financing for the proposed Merger. Assuming the maximum redemption of 3.9 million public shares at $10.56 per share, for aggregate payment of approximately $41.4 million from the trust account, we believe that our cash on hand following the consummation of the Merger will be sufficient to meet the Combined Company’s working capital and capital expenditure requirements through at least October 31, 2023, as we work towards commercialization. In this scenario, there will be a potential cash shortfall if the Combined Company does not receive additional funding by October 31, 2023. As a result, we expect to need to access the commercial equipment lease and debt and equity capital markets to obtain additional financing, as well as pursue credit facilities provided under the Inflation Reduction Act of 2022, which is customary for a manufacturer engaged producing battery related materials and components. The management teams of Nubia and Honeycomb are continuing to analyze the available financing options based on cost, amount available under the facility and future effects that any financing would have on the capitalization of the Combined Company. Nubia, Nubia’s sponsor, Honeycomb and their affiliates have no prior relationships with any of the potential financing sources being considered in connection with the Merger.

Q.     What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A.      Nubia’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q.     What happens if the business combination is not consummated?

A.     If Nubia does not complete the business combination with Honeycomb for whatever reason, Nubia would search for another target business with which to complete a business combination. If Nubia does not complete a business combination with Honeycomb or another target business by November 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation), Nubia must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor and the Insiders have no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Nubia’s outstanding warrants. Accordingly, the warrants will be worthless. On March 13, 2023, in accordance with the current certificate of incorporation, Nubia contributed an aggregate of $1,235,000 (or $0.10 per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March 15, 2023 to June 15, 2023. On June 14, 2023, Nubia held a special meeting of stockholders (the “Extension Special Meeting”), at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “First Charter Amendment”) to allow Nubia to extend the date by which Nubia must consummate a business combination from June 15, 2023 (the date that is 15 months from the closing date of the Nubia IPO) to December 15, 2023 (the date that is 21 months from the closing date of the Nubia IPO) (the “Amended Date”) by depositing the lesser of (a) $125,000 and (b) $0.045 per share per month for each one-month extension. Nubia’s stockholders elected to redeem an aggregate of 8,430,383 public shares, or 68.26% of the outstanding 12,350,000 public shares, in connection with the Extension Special Meeting. The redemption price was approximately $10.56 per share and amounted to a total of $89,038,493. As of June 12, 2023, after giving effect to the redemptions, there was $41,397,501 remaining in the Company’s trust account. On June 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to July 15, 2023 in accordance with the First Charter Amendment. On July 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to August 15, 2023 in accordance with the First Charter Amendment. On August 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to September 15, 2023 in accordance with the First Charter Amendment. The Company subsequently

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deposited $125,000 for each month in order to extend the business combination period to November 15, 2023. As of November 6, 2023, the record date for the special meeting, there was approximately $42,846,133.79 held in the trust account (prior to the deduction of any applicable taxes).

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Nubia’s common stock as of the record date. The Sponsor and the Insiders have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions. The Sponsor and Insiders may have interests in the Transactions that may conflict with your interests as a stockholder, see the sections entitled “Summary of the Proxy statement — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.

Q.     When do you expect the business combination to be completed?

A.     It is currently anticipated that the business combination will be consummated promptly following the Nubia special meeting which is set for November 24, 2023, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Transactions.

Q.     What do I need to do now?

A.     Nubia urges you to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Nubia. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Q.     How do I vote?

A.     The special meeting will be held via live webcast at 9:00 a.m. Eastern Time, on November 24, 2023. The special meeting can be accessed by visiting https://www.cstproxy.com/nubiabrandinternational/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of Nubia common stock on November 6, 2023, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

Q.      If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.      No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q.     How will a broker non-vote impact the results of each proposal?

A.     Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

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Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Stockholders of record may send a later-dated, signed proxy card to Nubia’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Nubia’s transfer agent, which must be received prior to the vote at the special meeting.

Q.     What happens if I fail to take any action with respect to the special meeting?

A.     If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q.     What should I do if I receive more than one set of voting materials?

A.     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Nubia shares.

Q.     Who can help answer my questions?

A.     If you have questions about the Transactions or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Nubia Brand International Corp.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
Tel: (972) 918-5120

or:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Tel: 866-894-0536 (toll-free)

Email: ksmith@advantageproxy.com

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about Nubia from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to Nubia’s transfer agent at the address below prior to the vote at the special meeting. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

The Parties

Nubia

Nubia Brand International Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Nubia was incorporated under the laws of Delaware on June 14, 2021.

On March 15, 2022, Nubia closed its initial public offering of 12,350,000 units, including the exercise of the over-allotment option to the extent of 1,350,000 units, with each unit consisting of one share of its Class A common stock and one-half of one warrant, each whole warrant to purchase one share of its Class A common stock at a purchase price of $11.50 per share, subject to adjustment as provided in Nubia’s final prospectus filed with the Securities and Exchange Commission on March 14, 2022 (File No. 333-261114). The units from the Nubia IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $123,500,000.

Simultaneously with the consummation of the Nubia IPO and the exercise of the underwriters’ over-allotment option, Nubia consummated the private sale of 5,405,000 warrants at $1.00 per warrant for an aggregate purchase price of $5,405,000. A total of $125,970,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Nubia IPO was conducted pursuant to a registration statement on Form S-1 that became effective on March 10, 2022.

As of November 6, 2023, the record date for the special meeting, there was approximately $42,846,133.79 held in the trust account (prior to the deduction of any applicable taxes).

Nubia’s units, Class A common stock and warrants are listed on the Nasdaq under the symbols NUBIU, NUBI and NUBIW, respectively. Upon the Closing, we expect that the Combined Company’s common stock and public warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively.

The mailing address of Nubia’s principal executive office is 13355 Noel Rd, Suite 1100 Dallas, TX 75240. Its telephone number is (972) 918-5120. After the consummation of the business combination, its principal executive office will be that of Honeycomb.

Merger Sub

Nubia Merger Sub, Inc. is a wholly owned subsidiary of Nubia formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Ohio as a corporation on February 14, 2023. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 13355 Noel Rd, Suite 1100 Dallas, TX 75240. Its telephone number is (972) 918-5120. After the consummation of the business combination, Merger Sub will cease to exist as a separate legal entity.

Honeycomb

Honeycomb Battery Company, an Ohio corporation, is engaged in researching, developing and manufacturing battery components and materials, batteries and related energy storage products, for the automotive electric vehicle and other markets (the “Battery Business”). Global Graphene Group, Inc., a Delaware corporation, is the parent of HBC and G3 is engaged in the researching, developing and manufacturing of graphene and related materials for a variety of industrial uses including batteries (the “Graphene Business”).

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G3 is in the process of converting Honeycomb into an independently operated company. This process (referred to herein as the “Restructuring”) will involve (i) the transfer from G3 to HBC of all real property, personal property and equipment, contracts and agreements of G3 related to the Battery Business (this will include all battery-related patents and patent applications held by G3, of which there are in excess of 520 (the “Battery Patents”)); (ii) execution by G3 and HBC of the Supply and License Agreement, under which G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs; (iii) assignment of all G3 employees fully dedicated to the Battery Business; and (iv) execution by G3 and HBC of the Shared Services Agreement, pursuant to which, among other things, G3 will continue to provide Honeycomb with certain operational and other support services, including assigning certain employees to work for Honeycomb to provide support to Honeycomb’s operations and sending its employees to Honeycomb on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space.

Completion of the Restructuring is a condition to closing of the business combination and the parties expect that the Restructuring will be substantially complete prior to the special meeting.

The mailing address of Honeycomb’s principal executive office is 1235 McCook Ave., Dayton, OH 45404. Its telephone number is (937) 331-9884.

Controlled Company

Because G3 will hold approximately 88.5% of the voting power of the Combined Company upon the closing of the Transactions, the Combined Company will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. We do not currently expect to rely upon the “controlled company” exemptions. However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Emerging Growth Company

Nubia is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statement, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Nubia’s securities less attractive as a result, there may be a less active trading market for Nubia’s securities and the prices of its securities may be more volatile.

Nubia will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Nubia IPO, (b) in which Nubia has total annual gross revenue of at least $1.07 billion, or (c) in which Nubia is deemed to be a large accelerated filer, which means the market value of Nubia’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Nubia has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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The Business Combination Proposal

Structure of the Transactions

On February 16, 2023, Nubia entered into the Merger Agreement, which was subsequently amended on August 25, 2023, with Merger Sub and HBC. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into HBC with HBC surviving such merger as a wholly owned subsidiary of Nubia.

Merger Consideration

The Merger Agreement provides for Nubia to issue to the HBC Shareholders, as the only shareholders of HBC prior to the Effective Time, aggregate consideration of (i) 70,000,000 shares of the Combined Company’s common stock at the Effective Time (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) and (ii) up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the following events:

(i)     5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the Closing Date until the second anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);

(ii)    7,500,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) Trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the date that is forty-two (42) months following the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $15.00 per share (subject to any adjustment pursuant to the Merger Agreement); and

(iii)   10,000,000 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the fourth anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment pursuant to the Merger Agreement).

If, prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control, and the corresponding valuation of Nubia’s Class A common stock is greater than or equal to the amount set forth in (i)-(iii), as applicable, then, immediately prior to the consummation of such change in control, the event set forth in (i)-(iii), as applicable, if not previously satisfied, shall be deemed to have occurred, subject to the terms provided in the Merger Agreement.

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of HBC 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, the applicable number of Holdback Shares, if any, that are released subject to the contingencies set for in the Merger Agreement, and the Earnout Shares, if any. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

In the event that the G3 Tax Lien is not released prior to Closing, the Holdback Shares will not be issued at the Closing. Upon the release of the G3 Tax Lien with no further liability to G3, the Company or any of their respective assets, such Holdback Shares, less any Holdback Shares that are forfeited to satisfy G3’s indemnification obligations to the Company pursuant to the terms and conditions of the Contribution Agreement, shall be issued to the HBC Shareholders. For the avoidance of doubt, the Holdback Shares may be issued at Closing or following Closing, depending on whether the G3 Tax Lien has been released, and any forfeited Holdback Shares will not be issued at any time.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure, (iii) authorization to enter into the Merger Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal control over financial reporting, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.

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Covenants

Conduct of Business Pending the Business Combination

Each of HBC and Nubia have agreed that, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by law, or as consented to in writing by the other (which consent shall not be unreasonably conditioned, withheld, or delayed), from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, each party must:

(i)     conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices,

(ii)    duly and timely file all tax returns required to be filed (or obtain a permitted extension with respect thereto) and pay any and all taxes due and payable during such time period,

(iii)   duly observe and comply with all applicable laws, and

(iv)   use its commercially reasonable efforts to preserve intact in all material respects its business organization, assets, permits (with respect to HBC only), properties, and material business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties.

In addition, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by applicable law, or as previously disclosed, from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, without the other’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), neither HBC nor Nubia shall, or permit its subsidiaries to, among other things:

(i)     amend, modify, or supplement its governing documents;

(ii)    amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material right under any material contract;

(iii)   other than in the ordinary course of business, modify, amend, or enter into any contract, agreement, lease, license, or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by HBC or Nubia, as applicable, of more than $200,000 (individually or in the aggregate);

(iv)   make any capital expenditures in excess of $500,000 (individually or in the aggregate);

(v)    sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed in the Merger Agreement or in the ordinary course of business;

(vi)   solely in the case of HBC, sell, exclusively license, abandon, permit to lapse, assign, transfer, or otherwise dispose of any intellectual property owned by HBC;

(vii)  solely in the case of HBC, permit any material registered owned intellectual property to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights;

(viii) (A) pay, declare, or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities;

(ix)   (A) make any loan, advance or capital contribution to, or guarantee for the benefit of, any person or entity; (B) incur any indebtedness including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made by Nubia as working capital advances and (2) intercompany indebtedness; or (C) repay or satisfy any indebtedness, other than the repayment of indebtedness in accordance with the terms thereof;

(x)    suffer or incur any lien, except for permitted liens, on its assets;

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(xi)   delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of HBC, in the ordinary course of business);

(xii)  merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other person or entity, make any material investment in any person or entity, or be acquired by any other person;

(xiii) terminate or allow to lapse any insurance policy protecting any of HBC’s, its subsidiaries’, or Nubia’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect;

(xiv) adopt any severance, retention, or other employee benefit plan or fail to continue to make timely contributions to each such plan in accordance with the terms thereof;

(xv)  institute, settle or agree to settle any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority in excess of $250,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party;

(xvi) except as required by GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets;

(xvii)change its principal place of business or jurisdiction of organization;

(xviii)issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by Nubia of shares of common stock held by its public stockholders as contemplated under the Merger Agreement;

(xix) (A) make, change, or revoke any material Tax election; (B) change any method of accounting other than as required under GAAP or Public Company Accounting Oversight Board rules or requirements; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; (D) enter into any tax allocation, tax sharing, tax indemnity or other closing agreement relating to any taxes; or (E) surrender or forfeit any right to claim a tax refund;

(xx)  enter into any transaction with or distribute or advance any material assets or property to any of its affiliates, other than the payment of salary and benefits in the ordinary course;

(xxi) solely in the case of HBC, other than as required by any employee benefit or compensation plans, policies, programs, arrangements or payroll practices (each, a “Plan”), (A) increase or change the compensation or benefits of any employee or service provider, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider, (C) enter into, amend or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) fund any payments or benefits that are payable or to be provided under any Plan, (E) make any loan to any present or former employee or other individual service provider, other than advancement of expenses in the ordinary course of business consistent with past practices, or (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization;

(xxii)   fail to duly observe and conform to any applicable laws and orders;

(xxiii)  authorize, recommend, propose, or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization, or similar transaction involving it or any subsidiary; or

(xxiv)  enter into any agreement or otherwise agree or commit to take, or cause to be taken, any of the foregoing.

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Other Covenants of the Parties

The Merger Agreement contains certain additional covenants of Nubia and HBC, including covenants regarding:

(i)     providing the other with reasonable access to its properties and books and records;

(ii)    notifying the other of any occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result, in a Material Adverse Effect with respect to such party;

(iii)   notifying the other of any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority relating to, involving, or otherwise affecting it, its stockholders, or their equity, assets, or business, or that relate to the consummation of the Transactions, or any notice or other communication from any governmental authority in connection with the Transactions;

(iv)   cooperating in the preparation of this proxy statement;

(v)    HBC’s delivery to Nubia of financial statements and other financial information;

(vi)   Nubia ensuring that it remains listed as a public company on, and that its securities are listed and tradable over, Nasdaq through the Closing;

(vii)  that Nubia use its reasonable best efforts to cause its initial listing application with Nasdaq in connection with the Transactions to be approved;

(vii)  Nubia calling and hold a meeting of its stockholders to adopt the Merger Agreement and approve the Business Combination and the other matters presented to Nubia’s stockholder for approval or adoption at the Nubia Special Meeting; and

(viii) HBC obtaining the written consent of the requisite voting power of its stockholders approving the Merger Agreement.

Non-Solicitation Restrictions

Nubia and HBC have each agreed that, from the date of the Merger Agreement to the Closing Date, it will not take, nor will it permit any of its representatives to, encourage or initiate any negotiations with, or enter into any agreement with, any party in connection with a business combination other than with the other or take any other action intended or designed to facilitate the efforts to do so. Each of Nubia and HBC has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the Nubia or HBC, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions.

Conditions to Closing

The consummation of the Transactions is conditioned upon the following closing conditions:

(i)       no governmental authority having enacted, issued, promulgated, enforced or entered any law or order that is then in effect that makes the Transactions illegal or otherwise prohibits consummation of the Transactions;

(ii)      all applicable waiting periods under the HSR Act with respect to the Merger having expired or been terminated, and (ii) each consent, approval or authorization of any governmental authority required of Nubia, HBC or any of their respective subsidiaries to consummate the Merger, as may be reasonably agreed upon by the parties after the date of the Merger Agreement having been obtained and being in full force and effect.

(iii)     no legal action having been commenced or asserted in writing (and not orally) by any governmental authority to enjoin or otherwise materially restrict the consummation of the Closing;

(iv)     the approval of the Merger Agreement by the requisite vote of the stockholders of HBC;

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(v)      each of the proposals being considered at the Nubia Special Meeting having been approved by Nubia’s stockholders;

(vi)     the Combined Company’s initial listing application filed with Nasdaq in connection with the Transactions having been approved;

(vii)    the proxy statement having been cleared by the SEC;

(viii)   each party to the Merger Agreement having performed or complied with the provisions of the Merger Agreement applicable to it, subject to agreed-upon standards;

(ix)     the truth and accuracy of each party’s representations and warranties included in the Merger Agreement, subject to agreed-upon standards;

(x)      The Parent Fundamental Representations and the Company Fundamental Representations being true and correct in all respects at and as of the date of Merger Agreement and as of the Closing Date;

(xi)     the absence of any material adverse effect with respect to a party to the Merger Agreement;

(xii)    the receipt by each of Nubia and HBC of a certificate, dated as of the Closing, signed by the Chief Executive Officer of the other, certifying the compliance with various closing conditions;

(xiii)   the execution by the relevant party or parties of the Additional Agreements and IRS Form W-9s;

(xiv)   HBC having provided all required third party consents;

(xv)    HBC having delivered to Nubia the financial statements required to be included in in Nubia’s SEC filings and the audited financial statements for the year ended December 31, 2022 prior to March 15, 2023.

(xvi)   the requisite stockholders of HBC having entered into a Company Lock-Up Agreement with respect to such holder’s shares of the Combined Company’s common stock;

(xvii)  G3 and HBC having complied with the terms of the Contribution Agreement and the restructuring of G3 having been completed;

(xviii) G3 and the Company having agreed to enter into the Supply and License Agreement and the Shared Services Agreement;

(xix)   the Amended Charter having been filed with the Delaware Secretary of State and become effective;

(xx)    HBC and Nubia will have received a certificate, dated as of the Closing Date, from the Secretary of the other certifying certain matters;

(xxi)   each requisite party, as applicable, will have executed and delivered to the other party a copy of each Additional Agreement to which they are a party;

(xxii)  the receipt by HBC of the resignations of Nubia’s directors; and

(xxiii) the post-Effective Time Combined Company’s Board of Directors and the HBC Board being in compliance with the size and composition requirements of the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation:

(i)      by the mutual written consent of the parties;

(ii)     by either Nubia or HBC if the Closing does not occur on or prior to December 14, 2023 (the “Outside Termination Date”), unless the breach of any covenants or obligations under the Merger Agreement by the party seeking to terminate (or, in the case of Nubia, by Merger Sub) proximately caused the failure to consummate the Transactions by the applicable date;

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(iii)    by either Nubia or HBC if any governmental authority shall have issued an order, enacted a law, or taken any other action that has the effect of making the Transactions illegal or permanently restraining, enjoining, or otherwise prohibiting the consummation of the Transactions and such law, order or other action shall have become final and nonappealable, unless the failure by such party or its affiliates to comply with any provision of the Merger Agreement was a substantial cause of, or substantially resulted in, such action by such governmental authority;

(iv)    by Nubia, subject to certain exceptions, if HBC has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (A) 30 days after written notice thereof and (B) the Outside Termination Date;

(v)     by Nubia, subject to certain exceptions, if HBC does not receive the required stockholder approval of the Merger Agreement within five business days after the date when the proxy statement is cleared by the SEC; and

(vi)    by HBC, subject to certain exceptions, if Nubia or Merger Sub has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (A) 30 days after written notice thereof and (B) the Outside Termination Date.

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Merger Agreement or fraud.

Certain Related Agreements

Contribution Agreement.    HBC and G3 will enter into the Contribution Agreement pursuant to which, among other things, G3 will contribute and transfer to HBC all its right, title and interest in, to and under certain battery-related assets and HBC will assume certain related liabilities, as more specifically set forth thereunder. The parties intend that such contribution will qualify as a transaction described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder. The Contribution Agreement is attached as Annex F to this proxy statement.

Supply and License Agreement.    HBC and G3 will enter into the Supply and License Agreement pursuant to which, among other things, G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs, as more specifically set forth thereunder. The Supply and License Agreement is attached as Annex G to this proxy statement.

Shared Services Agreement.    HBC and G3 will enter into the Shared Services Agreement pursuant to which, among other things, G3 will continue to provide Honeycomb with certain operational and other support services, including assigning certain employees to work for Honeycomb to provide support to Honeycomb’s operations and sending its employees to Honeycomb on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space. In exchange for receipt of such services and uses, the Shared Services Agreement contemplates that the parties will pay fees to each other, as more specifically set forth thereunder. The Shared Services Agreement is attached as Annex H to this proxy statement.

Company Support Agreement.    G3, certain G3 securityholders and HBC will enter into the Company Support Agreement pursuant to which, among other things, each of G3 and such G3 securityholders has agreed to vote in favor of the approval of the Merger Agreement, approval of the business combination and the other transactions contemplated by the Merger Agreement. The Company Support Agreement is attached as Annex I to this proxy statement.

Parent Support Agreement.    In connection with the execution of the Merger Agreement, the Sponsor, HBC and Nubia entered into the Parent Support Agreement pursuant to which the Sponsor agreed (i) to vote the shares of Nubia common stock held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) to not transfer, during the term of the Parent Support Agreement, any Nubia common stock owned by them, and (iii) to not transfer any Nubia common stock held by them in accordance with the lock-up provisions set forth in Nubia’s final prospectus filed with the U.S. Securities and Exchange Commission on June 14, 2021. The Parent Support Agreement is attached as Annex J to this proxy statement.

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Registration Rights Agreement.    The HBC Shareholders, the Sponsor, and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) will enter into the Registration Rights Agreement with the Combined Company in the form attached hereto as Annex N. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration (the “Registrable Securities”) pursuant to the Registration Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 70,000,000 shares of stock (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) to be issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Registrable Securities. The Combined Company will bear the expenses incurred in connection with the filing of any registration statements under the Registration Rights Agreement.

Company Lock-Up Agreement.    HBC and the HBC Shareholders will enter into the Company Lock-Up Agreement pursuant to which, among other things, the HBC Shareholders will agree to the restriction of the sale, transfer or other disposition of certain of the shares they will receive at the Closing in connection with the business combination. The Company Lock-Up Agreement is attached as Annex K to this proxy statement.

Incentive Plan.    Prior to consummation of the Business Combination, the Nubia Board approved a new equity incentive plan, the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”). The purposes of the Incentive Plan are to enhance our ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to the Combined Company by providing these individuals with equity ownership and other incentive opportunities. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve approximately 9,500,000 million shares of our common stock for issuance pursuant to future grants made under the Incentive Plan. The Contribution Agreement is attached as Annex D to this proxy statement. Please see the section entitled
Proposal No. 4 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan.”

Impact of the Business Combination on the Combined Company’s Public Float

As of the date of this proxy statement, there are (i) 7,130,617 shares of common stock issued and outstanding, which includes the 3,087,500 founder shares held by the Sponsor, the 3,919,617 public shares, and the 123,500 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, and (ii) 11,580,000 warrants issued and outstanding, which includes the 5,405,000 private placement warrants held by the Sponsor and the 6,175,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Nubia’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. The HBC Shareholders, as the only shareholders of HBC prior to the Effective Time, will receive 70 million shares (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) as consideration for the merger and would also be entitled to an earnout of 22.5 million if certain future criteria are met. Therefore, as of the date of this proxy statement (with giving effect to the Transactions) the Nubia fully diluted share capital would be 111,210,617 common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 78.9% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or 82.6% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions, (2) the Sponsor is expected to hold an ownership interest of 3.5% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or 3.6% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming

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100% redemptions, and (3) Nubia’s public stockholders will retain an ownership interest of 4.4% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, and 0% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) full exercise of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

 

Pro forma Combined
assuming no
redemptions

 

Pro forma Combined
assuming 50%
redemptions

 

Pro forma Combined
assuming 100%
redemptions
(3)

Nubia public stockholder(4)

 

3,919,617

 

4.4

%

 

1,959,809

 

2.3

%

 

 

0.0

%

Sponsor

 

3,087,500

 

3.5

%

 

3,087,500

 

3.6

%

 

3,087,500

 

3.6

%

Underwriter

 

123,500

 

0.1

%

 

123,500

 

0.1

%

 

123,500

 

0.1

%

Public warrants

 

6,175,000

 

7.0

%

 

6,175,000

 

7.1

%

 

6,175,000

 

7.3

%

Private placement warrants

 

5,405,000

 

6.1

%

 

5,405,000

 

6.2

%

 

5,405,000

 

6.4

%

HBC Shareholders(1)(2)(5)

 

70,000,000

 

78.9

%

 

70,000,000

 

80.7

%

 

70,000,000

 

82.6

%

Total

 

88,710,617

 

100.0

%

 

86,750,809

 

100.0

%

 

84,791,000

 

100.0

%

____________

(1)      Consists of (i) 68,250,000 shares to be held by G3 and (ii) 1,750,000 shares to be held by Arbor Lake. Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to the G3 Shares. Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(2)      Does not include shares subject to the earn out.

(3)      Assumes all 3,919,617 shares held by the Nubia public stockholders are redeemed.

(4)      After giving effect for the June 14, 2023 redemption.

(5)      Assumes the G3 Tax Lien is released prior to Closing and the Holdback Shares are issued at Closing.

See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Matters Being Voted On

The stockholders of Nubia will be asked to consider and vote on the following proposals at the special meeting:

1.      a proposal to approve the business combination described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

2.      a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

3.      a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Please see the section entitled “Proposal No. — The NTA Amendment Proposal”;

4.      a proposal to approve and adopt the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

5.      a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

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6.      a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

7.      a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.

Date, Time and Place of Special Meeting of Nubia’s Stockholders

The special meeting of stockholders of Nubia will be held via live webcast at 9:00 a.m. Eastern Time, on November 24, 2023. The special meeting can be accessed by visiting https://www.cstproxy.com/nubiabrandinternational/sm2023, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Nubia is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Nubia common stock at the close of business on November 6, 2023, which is the record date for the special meeting. Stockholders will have one vote for each share of Nubia common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Nubia warrants do not have voting rights. On the record date, there were 7,130,617 shares of Nubia common stock outstanding, of which 3,919,617 were public shares with the rest being held by the Sponsor.

Quorum and Vote of Nubia Stockholders

A quorum of Nubia stockholders is necessary to hold a valid meeting. A quorum will be present at the Nubia special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

The Sponsor owns of record and is entitled to vote 20% of the outstanding shares of Nubia Common Stock as of the record date. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

The proposals presented at the special meeting will require the following votes:

        the approval of each of the business combination proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals;

        the approval of the charter proposal and the NTA amendment proposal each require the affirmative vote of holders of at least sixty-five percent (65%) of all of Nubia’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of Nubia’s Class A common stock voting as a separate class. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal; and

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        directors are elected by a plurality of all of the votes cast by holders of shares of Nubia’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Nubia stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Abstentions will have the same effect as a vote “against” the charter proposal, but will have no effect on the other proposals. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote “for” or “against” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

Redemption Rights

Pursuant to Nubia’s current certificate of incorporation, a holder of public shares may demand that Nubia redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Nubia redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Nubia’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Nubia will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. As of November 6, 2023, the record date for the special meeting, this would amount to approximately $10.93 per share (prior to the deduction of any applicable taxes). If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Nubia common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of Nubia Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

If the NTA Amendment Proposal is not approved, the business combination will not be consummated if Nubia has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares for cash in accordance with Nubia’s current certificate of incorporation.

Holders of Nubia warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Nubia stockholders, Nubia unitholders and Nubia warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Nubia has engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Nubia Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

The Sponsor has invested an aggregate of approximately $7.3 million, including investments in founder shares, private placement warrants, promissory notes and advances, which it stands to forfeit and lose if Nubia is unable to complete a business combination prior to November 15, 2023 (or up to December 15, 2023 if Nubia has extended the

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deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation). Such founder shares, private placement warrants, promissory notes and advances had an aggregate market value of $33.2 million, based on the closing price of Nubia’s shares of common stock and warrants on Nasdaq July 28, 2023 of $10.62 and $0.0823, respectively. Certain officers and directors of Nubia have pecuniary interests in such investments through their ownership interest in the Sponsor. None of the Sponsor or current officers or directors of Nubia will receive any interest in the Transactions other than the interests they owned prior to the Transactions or as described herein.

Certain of Nubia’s directors and executive officers may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from, or in addition to, those of Nubia’s stockholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Transactions and in unanimously approving, as members of the Nubia Board, the Merger Agreement and the transactions contemplated therein, including the Transactions (as described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Nubia’s Board of Directors’ Reasons for Approval of the Transactions” beginning on page 95). The Nubia Board concluded that the potential benefits that it expected Nubia and its stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. When you consider the recommendation of the Nubia Board in favor of approval of the Merger, you should keep in mind that Nubia’s directors and officers have interests in the Transactions that are different from, or in addition to, your interests as a stockholder, including:

        If the Transactions or another business combination are not consummated by November 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation), Nubia will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Nubia Board, dissolving and liquidating. In such event, the 3,087,500 founder shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $33,530,250 based upon the closing price of $10.86 per share on the Nasdaq on November 6, 2023, the record date for the special meeting. As a result of the nominal price of $0.008 per founder share paid by the Sponsor compared to the recent market price of Nubia’s Class A common stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the founder shares even if the holders of Nubia’s Class A common stock experience a negative rate of return on their investments in the Class A common stock. Such founder shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal — Parent Support Agreement.

        On March 13, 2023, in accordance with the current certificate of incorporation, the Sponsor contributed an aggregate of $1,235,000 (or $0.10 per share for each outstanding public share) (the “Contributed Amount”) to the trust account and extended the time to complete a business combination from March 15, 2023 to June 15, 2023. On June 14, 2023, Nubia held a special meeting of stockholders, at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation to allow Nubia to extend the date by which Nubia must consummate a business combination from June 15, 2023 (the date that is 15 months from the closing date of the Nubia IPO) to December 15, 2023 (the date that is 21 months from the closing date of the Nubia IPO) by depositing the lesser of (a) $125,000 and (b) $0.045 per share per month for each one-month extension. On June 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to July 15, 2023 in accordance with the First Charter Amendment. On July 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to August 15, 2023 in accordance with the First Charter Amendment. On August 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to September 15, 2023 in accordance with the First Charter Amendment. The Company subsequently deposited $125,000 for each month in order to extend the business combination period to November 15, 2023. The Sponsor will be not be able to recoup the Contributed Amount if Nubia does not consummate a business combination by November 15, 2023, or December 15, 2023, as applicable.

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        The Sponsor purchased an aggregate of 5,405,000 private placement warrants from Nubia for an aggregate purchase price of $5,405,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Nubia IPO. A portion of the proceeds Nubia received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $594,550 based upon the closing price of $0.11 per warrant on the Nasdaq on November 6, 2023, the record date for the special meeting. The private placement warrants will become worthless if Nubia does not consummate a business combination by November 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation). Such private placement warrants are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Business Combination Proposal — Parent Support Agreement.”

        The Sponsor may loan to Nubia additional funds for working capital purposes prior to the Closing. As of July 28, 2023, there was $1,235,000 million outstanding under promissory notes issued to the Sponsor to fund working capital. From time to time, affiliates of the Sponsor advance funds to Nubia or pay expenses on behalf of Nubia for formation and operating costs. As of July 28, 2023, the outstanding balance due was $679,310. If the business combination is not consummated and Nubia does not otherwise consummate another business combination prior to November 15, 2023 (or up to December 15, 2023 if Nubia extends the period of time to consummate a business combination), then there will likely be insufficient funds to repay the advances and pay amounts due under the promissory notes;

        If Nubia is unable to complete a business combination within the completion window, its executive officers will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Nubia for services rendered or contracted for or products sold to Nubia. If Nubia consummates a business combination, on the other hand, Nubia will be liable for all such claims.

        Unless Nubia consummates an initial business combination, Nubia’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account. Nubia’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Nubia’s behalf, such as identifying and investigating possible business targets and business combinations. As of the date of this proxy statement, such reimbursement is estimated to be approximately $1,000 in the aggregate. However, if Nubia fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, Nubia may not be able to reimburse these expenses if the Transactions or another business combination, are not completed within the completion window.

        The Nubia amended and restated certificate of incorporation provides that Nubia renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of Nubia management on the one hand, and Nubia, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of Nubia management to any other entity. Nubia is not aware of any such corporate opportunities not being offered to Nubia and does not believe that waiver of the corporate opportunities doctrine has materially affected Nubia’s search for an acquisition target or will materially affect Nubia’s ability to complete an initial business combination.

        The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

        The Sponsor and directors and officers of Nubia have agreed not to redeem any shares of Nubia Common Stock they hold in connection with a stockholder vote to approve a proposed initial business combination.

        The Sponsor and directors and officers of Nubia have agreed not to redeem any shares of Nubia Common Stock they hold in connection with a stockholder vote to approve a proposed initial business combination.

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        Jaymes Winters and Vlad Prantsevich are expected to be appointed as Chief Executive Officer and Chief Financial Officer, respectively, of the Combined Company after the consummation of the Transactions, and each may in the future receive cash compensation, stock options or stock awards that the Combined Company determines to pay to its officers.

These interests may influence Nubia’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. See “Risk Factors — Risks Related to Nubia and the Business Combination — Because Nubia’s Sponsor, officers and directors will lose their entire investment in Nubia if the Business Combination or an alternative business combination is not completed, and because Nubia’s Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Honeycomb was appropriate for Nubia’s initial business combination” and “Risk Factors — Risks Related to Nubia and the Business Combination — Some of the Nubia and Honeycomb officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.”

Each member of Nubia management presently has, and any of them in the future may have additional fiduciary or contractual obligations to other entities pursuant to which such member is or will be required to present a business combination opportunity to such entity. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Individual(1)

 

Entity(2)

 

Entity’s Business

 

Affiliation

Jaymes Winters

 

Mach FM Corp.

 

Telecommunications

 

CEO

Vlad Prantsevich

 

Mach FM Corp.

 

Telecommunications

 

Executive Vice President

   

1964 Ears, LLC

 

Audio/Electronics

 

Financial Manager

David Campbell

 

Aero Design Labs, Inc

 

Aviation

 

Chief Operations Officer

Michael Patterson

 

Blue Cross Blue Shield of Alabama

 

Health Care

 

Chief Administrative Officer

Karin-Joyce (KJ) Tjon

 

N/A

 

N/A

 

N/A

Yvonne Brown

 

N/A

 

N/A

 

N/A

____________

(1)      Each person has a fiduciary duty with respect to the listed entities next to their respective names.

(2)      Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

Accordingly, if any member of Nubia management becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity. Nubia does not believe, however, that the fiduciary duties or contractual obligations of Nubia management will materially affect Nubia’s ability to complete an initial business combination.

Nubia’s amended and restated certificate of incorporation provide that (i) no individual serving as a member of Nubia management has any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Nubia; and (ii) Nubia renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of Nubia management on the one hand, and Nubia, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of Nubia management to any other entity. Nubia does not believe, however, that the fiduciary duties or contractual obligations of Nubia’s officers or directors or waiver of corporate opportunity materially affected Nubia’s search for a business combination. Nubia is not aware of any such corporate opportunity not being offered to Nubia and does not believe that the renouncement of Nubia’s interest in any such corporate opportunities impacted Nubia’s search for an acquisition target.

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Board of Directors following the Business Combination

Upon consummation of the Transactions, seven directors will be elected to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement.

Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Opinion of Nubia’s Financial Advisor

Nubia retained EverEdge Global Ltd. (which we refer to as “EverEdge”) as its financial advisor in connection a potential business combination involving Nubia and Honeycomb. In connection with the Merger, EverEdge rendered an opinion to the Nubia Board to the effect that, as of February 2, 2023, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Merger Consideration in connection with the Merger was fair, from a financial point of view, to Nubia. The full text of EverEdge’s written opinion, which is attached as Annex E to this proxy statement and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, business, capital markets and other conditions, and the information made available to EverEdge, as of the date of such opinion.

EverEdge’s opinion was provided to the Nubia Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Merger Consideration. EverEdge’s opinion and any materials provided in connection therewith did not constitute a recommendation to the Nubia Board with respect to the Merger, nor does EverEdge’s opinion or the summary of its underlying financial analyses elsewhere in this proxy statement constitute advice or a recommendation to any holder of Nubia’s common stock as to how to vote or act in connection with the Merger or otherwise (including whether or not holders of Nubia’s Class A common stock should redeem their shares). EverEdge’s opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the Merger (including, without limitation, the form or structure of the Merger), the Merger Agreement, the Parent Support Agreement, the Lock-Up Agreement, or any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or any financing or other transactions related thereto.

For a description of the opinion that the Nubia Board received from EverEdge, see “Proposal No. 1 — The Business Combination Proposal — Opinion of Nubia’s Financial Advisor.”

Recommendation to Stockholders

The Nubia Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Nubia’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Nubia Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Nubia stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote “FOR” the proposals presented at the special meeting.

Emerging Growth Company

Nubia is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statement, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

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stockholder approval of any golden parachute payments not previously approved. If some investors find Nubia’s securities less attractive as a result, there may be a less active trading market for Nubia’s securities and the prices of its securities may be more volatile.

Nubia will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Nubia IPO, (b) in which Nubia has total annual gross revenue of at least $1.07 billion, or (c) in which Nubia is deemed to be a large accelerated filer, which means the market value of Nubia’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Nubia has issued more than $1.00 billion in non-convertible debt during the prior three-year period.

Tax Consequences of Exercising Redemption Rights

For a description of certain U.S. federal income tax consequences of the exercise of redemption rights, please see the information set forth in “Material U.S. Federal Income Tax Consequence — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Tax Consequences of Merger

For a description of certain U.S. federal income tax consequences of the Merger, please see the information set forth in “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger.”

Expected Accounting Treatment of the Transactions

We expect the Transactions to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Nubia is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company will represent a continuation of the financial statements of Honeycomb with the Transactions treated as the equivalent of HBC issuing shares for the net assets of Nubia, accompanied by a recapitalization. The net assets of Nubia will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of HBC and for operations after the Transactions, future reports will be those of the Combined Company. See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Expected Accounting Treatment of the Transactions.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Second Request within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time.

On July 6, 2023, Nubia and HBC filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. The waiting period under the HSR Act expired at 11:59 pm (Eastern Time) on August 7, 2023.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

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Neither Nubia nor Honeycomb is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Risk Factors

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to the following:

        If Honeycomb’s batteries fail to perform as expected, Honeycomb’s ability to develop, market and sell its batteries would be adversely affected.

        Original equipment manufacturers (“OEMs”) may elect to pursue other battery cell technologies, which likely would impair Honeycomb’s revenue generating ability.

        Honeycomb has only conducted preliminary safety testing on its high-capacity anode and high-energy solid-state battery technology, and its technology will require additional and extensive safety testing prior to being installed in electric vehicles.

        Honeycomb relies on complex equipment for its operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

        Substantial increases in the prices for Honeycomb’s raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply, could materially and adversely affect its business.

        If Honeycomb is unable to attract and retain key employees and qualified personnel, its ability to compete could be harmed.

        Honeycomb’s insurance coverage may not be adequate to protect it from all business risks.

        The battery cell market continues to evolve and is highly competitive, and Honeycomb may not be successful in competing in this market or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

        Honeycomb’s future growth and success are dependent upon consumers’ willingness to adopt electric vehicles.

        Honeycomb may not succeed in attracting customers during the development stage or for high volume commercial production, and its future growth and success depend on its ability to attract customers.

        Honeycomb may not be able to accurately estimate the future supply and demand for its high-capacity anode and high-energy solid-state battery technology, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Honeycomb fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

        Honeycomb’s business model has yet to be tested and any failure to commercialize its strategic plans would have an adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.

        Honeycomb is an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.

        Honeycomb’s history of recurring losses and anticipated expenditures raise substantial doubts about its ability to continue as a going concern. Honeycomb’s ability to continue as a going concern requires that it obtain sufficient funding to finance its operations.

        Honeycomb may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. There is substantial doubt as to Honeycomb’s ability to continue as a going concern.

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        Most of Honeycomb’s management does not have experience in operating a public company.

        Honeycomb may not succeed in establishing, maintaining and strengthening its brand, which would materially and adversely affect customer acceptance of its technologies and its business, revenues and prospects.

        Honeycomb relies heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how. If Honeycomb is unable to protect and maintain access to these intellectual property rights, its business and competitive position would be harmed.

        Honeycomb’s patent applications may not result in issued patents, which would result in the disclosures in those applications being available to the public. Also, Honeycomb’s patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our products.

        Honeycomb’s expectations and targets regarding the times when it will achieve various technical, pre-production and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by Honeycomb, which if incorrect or flawed, could have a material adverse effect on its actual operating results and performance.

        Incorrect estimates or assumptions by management in connection with the preparation of Honeycomb’s financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

        Honeycomb will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

        The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on Honeycomb’s business, prospects, financial condition and operating results.

        Honeycomb is subject to regulations regarding the storage and handling of various products. Honeycomb may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

        From time to time, Honeycomb may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on its profitability and consolidated financial position.

        Honeycomb is subject to substantial regulation, and unfavorable changes to, or failure by Honeycomb to comply with, these regulations could substantially harm its business and operating results.

        Honeycomb’s technology and its website, systems, and data it maintains may be subject to intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact its reputation and future sales. Honeycomb may be required to expend significant resources to continue to modify or enhance its protective measures to detect, investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged failure to comply with applicable cybersecurity or data privacy legislation or regulation could have a material adverse effect on Honeycomb’s business, reputation, results of operations or financial condition.

        The Sponsor, certain members of the Nubia Board and certain Nubia officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement.

        Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

        The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

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        If Nubia is unable to complete the Transactions or another initial business combination by November 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation), Nubia will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Nubia Board, dissolving and liquidating. In such event, third parties may bring claims against Nubia and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

        Nubia’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of Nubia’s Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that Nubia’s current stockholders have on the management of Nubia.

        G3 and the Sponsor will have substantial control over the Combined Company after the business combination, which may limit other shareholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Combined Company.

        The Sponsor will beneficially own a significant equity interest in Nubia and may take actions that conflict with your interests.

        Nubia and Honeycomb have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Nubia if the business combination is not completed.

        Even if Nubia consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of Nubia’s warrants may be amended.

        Nubia and Honeycomb will be subject to business uncertainties and contractual restrictions while the business combination is pending.

        If Nubia’s due diligence investigation of the Honeycomb business was inadequate, then stockholders of Nubia following the business combination could lose some or all of their investment.

        A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of the Combined Company’s securities.

        Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF HONEYCOMB

We are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination. Honeycomb’s balance sheet data as of June 30, 2023 and the statement of operations for the six months ended June 30, 2023 and 2022 are derived from the Battery Group of Global Graphene Group, Inc. Combined Carved-Out unaudited interim financial statements contained elsewhere in this proxy statement. Honeycomb’s balance sheet data as of December 31, 2022 and 2021 and the statement of operations for the years ended December 31, 2022 and 2021 are derived from the Battery Group of Global Graphene Group, Inc. Combined Carved-Out audited financial statements contained elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with the Battery Group of Global Graphene Group, Inc. Combined Carved-Out unaudited interim financial statements and related notes, Battery Group of Global Graphene Group, Inc. Combined Carved-Out audited financial statements and related notes and “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement. Historical results are not necessarily indicative of future results.

Income Statement Data:

 

For the Six Months
Ended

 

For the Year Ended

June 30,
2023
(unaudited)

 

June 30,
2022
(unaudited)

 

December 31,
2022
(audited)

 

December 31,
2021
(audited)

Net sales

 

$

300

 

 

$

10,620

 

 

$

19,036

 

 

$

10,396

 

Total operating expenses

 

$

(2,393,517

)

 

$

(2,111,159

)

 

$

3,962,136

 

 

$

3,474,046

 

Total other (expense) income

 

$

666

 

 

$

(440

)

 

$

(1,178

)

 

$

9,793

 

Net loss

 

$

(2,392,551

)

 

$

(2,100,989

)

 

$

(3,947,213

)

 

$

(3,474,720

)

Balance Sheet Data:

 

As of

June 30,
2023
(unaudited)

 

December 31, 2022
(audited)

 

December 31, 2021
(audited)

Total current assets

 

$

142,188

 

$

1,748,066

 

$

1,307,074

Total assets

 

$

3,987,868

 

$

5,710,721

 

$

6,710,946

Total liabilities

 

$

122,280

 

$

113,145

 

$

23,737

Total Parent’s net equity

 

$

3,865,588

 

$

5,597,576

 

$

6,687,209

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information (the “Selected Pro Forma Information”) gives effect to the Transactions and the other events described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Transactions are expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Nubia is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Honeycomb will represent a continuation of the financial statements of Honeycomb with the Transactions treated as the equivalent of HBC issuing shares for the net assets of Nubia, accompanied by a recapitalization. The net assets of Nubia will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of HBC and for operations after the Transactions, future reports will be those of the Combined Company.

The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2023 gives pro forma effect to the Transactions and the other events as if consummated on June 30, 2023. The selected unaudited pro forma condensed combined statements of operations data for the six months ended June 30, 2023 give effect to the Transactions and the other events as if consummated on January 1, 2022. The selected unaudited pro forma condensed combined statements of operations data for the year ended December 31, 2022 give effect to the Transactions and the other events as if consummated on January 1, 2022.

The Selected Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information prepared in accordance with Article 11 of Regulation S-X of Honeycomb appearing elsewhere in this proxy statement and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements and accompanying notes of Nubia and Honeycomb for the applicable periods included elsewhere in this proxy statement. The Selected Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Honeycomb’s financial position or results of operations actually would have been had the Transactions and the other events been completed as of the dates indicated. The Selected Pro Forma Information does not purport to project the financial position or operating results of Honeycomb that may be expected for any other period in the future.

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The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Nubia’s public stockholders of shares of Nubia’s Class A common stock for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account:

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2023
(in thousands)

 

Pro Forma Combined Assuming Minimum Redemption

 

Pro Forma
Combined
Assuming
Shareholder
Approval of
Proposal 3
And Maximum
Redemption

 

Pro Forma
Combined
Assuming
Shareholders
Do not approve
Proposal 3
And Maximum
Redemption

ASSETS

 

 

 

 

   

 

   

 

Current assets:

 

 

 

 

   

 

   

 

Cash and cash equivalents

 

$

32,798

 

 

 

 

5,067

 

Accounts receivable

 

 

1

 

 

1

 

 

1

 

Inventory

 

 

23

 

 

23

 

 

23

 

Prepaid expenses and other current assets

 

 

197

 

 

197

 

 

197

 

Total current assets

 

 

33,019

 

 

221

 

 

5,288

 

   

 

 

 

   

 

   

 

Non-current assets:

 

 

 

 

   

 

   

 

Patents, net

 

 

1,405

 

 

1,405

 

 

1,405

 

Property and equipment, net

 

 

2,441

 

 

2,441

 

 

2,441

 

Total non-current assets

 

 

3,846

 

 

3,846

 

 

3,846

 

TOTAL ASSETS

 

 

36,865

 

 

4,067

 

 

9,134

 

   

 

 

 

   

 

   

 

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

   

 

   

 

Accounts payable and accrued expenses

 

 

1,337

 

 

10,233

 

 

1,337

 

Income taxes payable

 

 

31

 

 

31

 

 

31

 

Advances from Target

 

 

63

 

 

63

 

 

63

 

Notes payable – sponsor

 

 

1,298

 

 

1,298

 

 

1,298

 

Total current liabilities

 

 

2,729

 

 

11,625

 

 

2,729

 

   

 

 

 

   

 

   

 

Total liabilities

 

 

2,729

 

 

11,625

 

 

2,729

 

   

 

 

 

   

 

   

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

   

 

   

 

Stockholders’ equity (deficit):

 

 

 

 

   

 

   

 

Class A common stock

 

 

7

 

 

7

 

 

7