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April 13, 2023
Jaymes Winters
Chief Executive Officer
Nubia Brand International Corp.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
Re:Nubia Brand International Corp.
Preliminary Proxy Statement on Schedule 14A
Filed March 20, 2023
File No. 001-41323
Dear Jaymes Winters:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A, filed March 20, 2023
General
1.Please provide your analysis why the proposed issuance of your common stock as
consideration for the business combination does not require registration under the
Securities Act.
2.We note disclosure on page 155 regarding the tax lien placed by the Internal Revenue
Service on the property of Global Graphene Group, Inc. ("G3"), including the assets to be
contributed to the combined company.  Please disclose whether and how this tax lien will
affect the business combination, together with appropriate risk factor disclosure.
3.We note your disclosure that G3 will hold 81.8% of the combined company's shares, and
that G3 and the sponsor will have substantial control over the combined company after the
business combination.  Please disclose on the proxy statement cover and in the summary
(i) the percent of voting power that G3 will control after the business combination, (ii)

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whether you will be considered to be a controlled company, and (iii) whether you intend
to take advantage of the controlled company exemptions under the Nasdaq rules.  Include
related risk factor disclosure as appropriate.
4.Please include disclosure regarding G3's management and ownership in an appropriate
place in the proxy statement.  To the extent that G3 is managed or owned by related
parties of the combined company, include risk factor disclosure regarding potential
conflicts of interest and related risks to the combined company and public shareholders.
5.We note disclosure regarding related agreements (pages 7-8), amended registration rights
agreement (page 48), transition agreement (page 77), and patent assignment (page A-74).
Please ensure all material agreements, complete with any schedules or exhibits thereto, are
filed with your proxy statement and listed in the table of contents.
6.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
7.The definition of "Honeycomb" on page iii refers solely to Honeycomb Battery Company,
LLC, yet disclosure elsewhere indicates G3 will contribute its battery business, consisting
of two subsidiaries (Honeycomb and Angstron Energy Company, Inc.) and certain
allocated assets, liabilities, and/or expenses of G3.  Please revise to clarify whether
references to "Honeycomb" throughout the proxy statement refer to the subsidiary or the
spun-off battery business, for instance consistent with the definition on page 123.
Questions and Answers about the Proposals
Q. What vote is required to approve the proposals presented at the special meeting?, page ix
8.Please revise to disclose the number and percentage of shares held by public shareholders
that is required to establish a quorum and approve each proposal, clearly stating if none
are required.  In this regard, we note disclosure on page xi that the sponsor and the
insiders have agreed to vote founder shares and any public shares held by them in favor of
the proposals.

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Summary of the Proxy Statement, page 1
9.We note disclosure that "G3 is in the process of converting Honeycomb into an
independently operated company."  Please revise to clearly describe the material steps
involved in this process and the timing thereof, including when completion is expected in
relation to the shareholder meeting and other key dates.
10.We note your disclosures that "all battery related patents and patent applications held by
[G3], of which there are in excess of 520," will be transferred to Honeycomb and that
"Honeycomb relies heavily on owned intellectual property."  However, Section 4 of the
Contribution Agreement contemplates that Honeycomb will receive a non-exclusive
license to the G3 Special Patents, and Section 2(b)(i) of the Supply and License
Agreement provides a non-exclusive license under the G3 Intellectual Property for
specified purposes.  Please revise your disclosure to clarify Honeycomb's intellectual
property ownership in light of these licensing arrangements.
11.Disclosure indicating that the business combination will not be consummated if Nubia has
net tangible assets of less than $5,000,001 (for example, on pages 11, 62, 91, and
elsewhere) appears inconsistent with the description of the NTA amendment proposal on
page 100.  Please reconcile or explain.
Conditions to Closing, page 6
12.Please clearly disclose all material conditions to closing, revising the reference to
"customary closing conditions including" accordingly.
Impact of the Business Combination on the Combined Company's Public Float, page 8
13.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution
(including the amount of equity held by founders, the "earn-out" shares, and any
convertible securities, including public warrants retained by redeeming shareholders and
private warrants), at each of the redemption levels detailed in your sensitivity analysis
(i.e., minimum, maximum, and interim redemption levels), including any needed
assumptions.
14.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities, including private
warrants.
15.On page vii you disclose that the fully diluted share capital would be 27,141,000 common
stock equivalents; however on page 8, you disclose that the fully diluted share capital
would be 27,216,000 common stock equivalents. Please reconcile and revise throughout.

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Interests of Certain Persons in the Business Combination, page 11
16.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement, such as the
promissory note and advances described in note 5 to your financial statements.  Provide
similar disclosure for the company’s officers and directors, if material, including
management positions to be held in the post-combination company, as referenced on
pages 74 and 75.  Add related risk factor disclosure.
Comparative Per Share Information, page 21
17.Please revise the first line item of your table to say “book value per share.”
18.Given that your line item descriptions “weighted average shares outstanding – common
stock subject to redemption” and “basic and diluted net income per share – common stock
subject to redemption” are only applicable to the Nubia Historical column, please revise
your table to move the pro forma weighted average shares outstanding and the pro forma
net income per share information to separate line items with appropriate descriptions.
Alternatively, please label the minimum and maximum redemption columns as "pro
forma." Additionally, please add the comparative per share data for Honeycomb Batter.
This comment also applies to your table in Note 5 on page 150.
19.Please revise your disclosure regarding the assumed redemption scenarios to additionally
describe the interim redemption scenario reflected in the table.
20.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Cautionary Note Regarding Forward-Looking Statements, page 22
21.Your disclosure references factors discussed in your Form 10-K under the heading "Risk
Factors," but the Form 10-K discloses that, "As a smaller reporting company, we are not
required to make disclosures under this Item."  Please revise accordingly.
Risk Factors
Our history of recurring losses and anticipated expenditures . . . . , page 31
22.We note disclosure in this and the following risk factor highlighting the need for
additional capital.  Please disclose whether, and for how long, the proceeds from the
business combination are expected to be sufficient to fund the post-combination company,
taking into account potential redemptions.  Reconcile and update liquidity disclosure on
page 154 as appropriate.

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Risks Related to Nubia and the Business Combination, page 43
23.Please highlight the risk that the Sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
24.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
25.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
26.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Even if Nubia consummates the business combination, there is no guarantee that the public
warrants will ever be in the money . . . . , page 49
27.Please enhance your disclosure to quantify the value of warrants, based on recent trading
prices, that may be retained by redeeming stockholders assuming maximum redemptions
and identify any material resulting risks.
The amended and restated bylaws that will be effective . . . . , page 50
28.We note disclosure indicating that the exclusive forum provision will not apply to the
Securities Act or the Exchange Act, and that the federal district courts will be the
exclusive forum for Securities Act claims.  Please ensure that Article XI of the Second
Amended Certificate of Incorporation and/or Section 9.16 of the Amended Bylaws are
consistent with your disclosure.
Proposal No. 1--The Business Combination Proposal
Background of the Transactions, page 71
29.Please revise your disclosure in this section to describe negotiations relating to material
terms of the transactions, including but not limited to structure, consideration, earn-out
shares, and continuing employment or involvement for any persons affiliated with the
SPAC before the merger.  In your revised disclosure, please explain the reasons for the
terms, each party's position on the issues (including proposals and counter-proposals), and
how you reached agreement on the final terms.  In this regard, we note references in the

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Fairness Opinion Letter to "updated purchase consideration" and to the "Original
Agreement" and "Revised Agreement."
30.We note references on pages 75 and 77 to a post-closing committed equity facility of up to
$140 million.  Please revise your disclosure to include any discussions about the need to
obtain additional financing for the combined company and the negotiation process (e.g.,
who selected the investment bank for the equity facility, and what relationships did the
investment bank have to the SPAC, the sponsor, the target, or their respective affiliates).
Disclose the status and material terms of the equity facility, including how these terms
were determined.
Honeycomb's Financial Projections, page 78
31.Please revise your disclosure to clearly describe the reasons the financial projections were
prepared and the purpose for their inclusion in the proxy statement.  We note the reference
on page 78 to other projections that are not disclosed (e.g., sales forecasts, manufacturing
capacity, launch costs, and use of proceeds statements).  If non-disclosed projections were
relied upon by your board of directors in approving the business combination, or by
EverEdge Global in issuing its fairness opinion, then revise your disclosure to include
these projections together with material underlying assumptions and limitations.
32.Please revise your disclosure to fully describe the material assumptions underlying the
financial projections, including the type of market assumed in developing those
assumptions.  Clearly describe how the assumptions relate to and resulted in the projected
financial information, identifying the limitations of the projections.  Quantify the
underlying assumptions to the extent possible.
33.We note the term of the projections.  Please explain the basis of the projections
beyond year three and if the forecasts reflect more than simple assu