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May 26, 2023
Jaymes Winters
Chief Executive Officer
Nubia Brand International Corp.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
Re:Nubia Brand International Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 12, 2023
File No. 001-41323
Dear Jaymes Winters:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 13, 2023, letter.
Preliminary Proxy Statement on Schedule 14A, filed May 12, 2023
General
1.We note references to "HBC shareholders" throughout, although you also disclose that G3
is the parent of HBC and will be the 81% owner of the post-combination company.  Please
define the term "HBC shareholders" to identify which party or parties this refers to.
Clearly state if G3 is currently, and will be following the business combination, the sole
"HBC shareholder."
2.We note your response to prior comment 1 and reissue it.  Please provide your analysis
why the proposed issuance of your common stock as consideration for the business
combination does not require registration under the Securities Act of 1933.  State any
exemption relied upon for the issuance of merger stock to G3 (and any other HBC

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shareholder).  Tell us whether G3 has any plans, arrangements, or understandings with
respect to the common stock, including to distribute the shares to beneficial owners, and if
so, state the exemption.
3.Please tell us, with a view to disclosure, whether you have received notice from the
underwriter or any other firm engaged in connection with your initial public offering
about ceasing involvement in your transaction and how that may impact your deal,
including the deferred underwriting compensation owed for the SPAC initial public
offering.
4.Please revise your disclosure to reflect the special shareholder meeting being called to
extend the deadline of the business combination to December 15, 2023.  Include, without
limitation, the percentage of redeeming shareholders, changes in extension deposits, and
effects on the trust account.
5.Your revisions in response to prior comment 2 refer to holdback shares.  Please revise
disclosure related to the merger consideration to describe the holdback shares, for example
on page 3.  Additionally revise disclosure relating to ownership of the post-combination
company to explain how these shares are taken into account, for example on page 9.
6.We note your response to prior comment 5 and reissue it in part.  Please file with your
proxy statement the registration rights agreement referenced on pages 54 and 195, and the
lock-up letter agreement dated March 22, 2022, and referenced on page 194.
Summary of the Proxy Statement
Controlled Company, page 2
7.Your revisions in response to prior comment 3 state, "It is not our intention to elect not to
comply with all of these corporate governance requirements after the Closing . . . . "
Please further revise to clearly disclose whether you intend to rely upon the controlled
company exemptions.  Additionally revise cross-references for consistency with the risk
factor caption.
Impact of the Business Combination on the Combined Company's Public Float, page 9
8.We note that you have revised to include a table which “illustrates the varying ownership
levels in the Combined Company immediately following the consummation of the
Transactions based on the assumptions above.”  In this regard, we note that the table
includes the earnout shares that may be issued to the HBC shareholders in future periods
based on certain trading prices of the common stock.  In light of the fact that none of these
earnout scenarios can be issued immediately at the time of the business combination,
please revise your table accordingly.

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Risk Factors
We may require additional capital to support business growth...., page 35
9.We note your response to prior comment 22.  Please further revise to update the reference
to June 30, 2023, clarify the meaning of "into 2024," and to reflect the effect of
redemptions in connection with the shareholder meeting for the extension proposal.
Clearly state if additional funding will be required by the combined company, revising
disclosure throughout that indicates funding "may" be required.  In an appropriate
location, describe more specifically anticipated funding requirements in relation to the
combined company's business plans, explaining underlying assumptions.  In this regard,
we note disclosure on page 155 that indicates Honeycomb's existing funding is sufficient
for Sample A; please describe funding requirements in relation to the other items within
the table.
The amended and restated bylaws that will be effective...., page 58
10.Despite your response to prior comment 28, the exclusive forum provisions contained in
Article XI of the Second Amended Certificate of Incorporation and Section 9.16 of the
Amended Bylaws do not appear to be fully consistent with the disclosure or with each
other; please reconcile.
Proposal No. 1--The Business Combination Proposal
Background of the Transactions
Honeycomb's Financial Projections, page 87
11.We note the statements that, "The projected financials . . . are the responsibility of
Honeycomb's management" and "[N]one of Nubia, Honeycomb or any of their
independent auditors express an opinion or any other form of assurance with respect
thereto or its achievability, and assume no responsibility for, and disclaim any association
with, the financial projections."  These statements appears to imply a disclaimer of
responsibility for this information.  Please either revise to remove such implication or
specifically state that you are liable for all information in the proxy statement.
U.S. Material Federal Income Tax Consequences
Material U.S. Federal Income Tax Consequences of the Merger, page 108
12.We note your response to prior comment 37.  Please revise to disclose the expected tax
treatment of the restructuring and merger rather than stating it "is not certain" and "might
qualify" as a tax-free reorganization.  In describing the conditions for tax-free treatment,
address whether the restructuring and merger is expected to satisfy these conditions,
together with associated uncertainties, based on your specific facts and circumstances.

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Other Information Related to Nubia, page 128
13.Your revisions in response to prior comment 40 indicate that the purpose of share
purchase agreements could be to "reduce the number of public warrants outstanding
and/or increase the likelihood of approval on any matters submitted to the public warrant
holders for approval in connection with the Transactions" or "satisfy a closing condition in
an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of the Transactions."  Please revise your disclosure to clarify
whether purchases of public warrants in addition to shares may be made, and to describe
the purpose of such purchases since it does not appear any matters are being submitted for
public warrant holder approval.  Additionally revise to reflect whether your closing
conditions include a minimum net worth or cash requirement.
Information About Honeycomb, page 141
14.We note your response to prior comment 41 and reissue it in part.  Please revise to
specifically describe the additional extensive safety testing required prior to Honeycomb’s
technology being installed in electric vehicles, as referenced elsewhere (e.g., pages 26 and
29).  Describe the preliminary and additional testing that has been or is expected to be
conducted in relation to each product, including timing.  Clarify whether such testing will
be conducted by Honeycomb or by EV manufacturers incorporating Honeycomb's
technology, in light of disclosure on page 160.
Unaudited Pro Forma Condensed Combined Financial Information, page 169
15.We note that you currently present a minimum and maximum redemption scenario in your
pro forma financial statements in which the maximum scenario results in negative cash,
which has been reclassified in Note J.  We also note your disclosure on page 117 which
indicates that the existing organizational documents limit Nubia’s ability to consummate a
business combination, or to redeem Class A Common in connection with a business
combination, if it would cause Nubia to have less than $5,000,001 in net tangible assets.
We also note that you have included Proposal 3, in which you are seeking shareholder
approval to modify the current charter provision that requires net tangible assets to exceed
$5 million upon the consummation of a Business Combination. Please revise your pro
forma disclosure to transparently indicate, if true, that the maximum redemption scenario
presented is premised on Proposal 3 passing. Please also revise to include a scenario
depicting the maximum number (and dollar amount) of Nubia common stock redemptions
that could occur for the HBC acquisition to close even if Proposal 3 is not approved.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 3(J), page 173
16.We note that you have revised to include an adjustment (J) which reclassifies the negative
cash that may result from the redemptions, to APIC. Please revise to reflect this amount as
a current liability and to more fully explain the nature of the $6.3 million pro forma

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adjustment, including the potential cash shortfall and the need for additional funding.
Additionally, please expand the question and answer on page v to discuss the potential
cash shortfall in the maximum redemption scenario.
Beneficial Ownership of Securities, page 192
17.We note your response to prior comment 4.  Please further revise to disclose the beneficial
ownership of G3, identifying the natural persons who have voting and dispositive control
of the shares, and the total number of beneficial owners.
Certain Relationships and Related Party Transactions, page 193
18.We note your revisions in response to prior comment 55.  Please update information as of
the most recent practicable date.  Ensure consistency with disclosure elsewhere regarding
the interests of the sponsor and its affiliates in the business combination.
Notes to the Audited Financial Statements
Note 7. Stockholders Equity (Deficit), page F-18
19.We note your disclosure in Note 7 to the audited financial statements of Nubia indicates
that The Private Placement Warrants are identical to the Public Warrants underlying the
Units being sold in the Initial Public Offering.  However, we note from your disclosure on
page xi that there appear to be differences in exercise provisions.  In this regard we note
your disclosure on page xi  that the Public Warrants are identical to the Private Placement
Warrants in material terms and provisions, except that the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the Closing (except in
limited circumstances), will not be redeemable by Nubia so long as they are held by the
Initial Stockholders, including any of their permitted transferees, and may be exercised by
the holders on a cashless basis. If the Private Placement Warrants are held by holders
other than the Initial Stockholders, including any of their permitted transferees, they will
be redeemable by Nubia and exercisable by the holders on the same basis as the Public
Warrants. Please provide us with your analysis under ASC 815-40 to support your
accounting treatment for the Private Warrants as equity.  As part of your analysis, please
specifically address the cashless exercise provisions disclosed on page xi and explain
whether you believe there are potential changes to the settlement amounts that are
dependent upon the characteristics of the holder of the warrant.  If so, tell us how you
concluded that such a provision would not preclude the private placement warrants from
being indexed to the entity’s stock based on the guidance in ASC 815-40.

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May 26, 2023
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            You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alex Weniger-Araujo