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August 22, 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 August 9, 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 July 24, 2023 letter.
Preliminary Proxy Statement on Form 14A filed August 9, 2023
General
1.We note your response to prior comment 2 and reissue it in part.  Please update disclosure
on page 26 regarding assumed maximum redemptions, including information within the
table as appropriate.  Additionally update disclosure to clearly describe the working
capital and capital expenditure requirements of the post-combination company, including,
without limitation, assumptions regarding the $70 million in additional equity financing
which the parties have agreed to use "commercially reasonable best efforts" to obtain
within 30 days of closing.  In this regard, we note disclosure on pages 38 and 190 refers to
August 15, 2023.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 August 22, 2023 Page 2
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
August 22, 2023
Page 2
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3(F), page 183
2.We note your response to prior comment 7 where you state that “in evaluating the change
of control provision under step two, the Company determined that the change of control
provision includes a stock price element and that the manner in which the change in
control price is determined and VWAP are both reasonable means in which to measure the
fair value of the Company’s stock as the change of control price is based on the implied
value of the change of control transaction and as such the change of control provision is
considered indexed to the Company’s own stock.”  Please tell us and disclose if your
earnout shares agreement with HBC shareholders contemplates how such shares will be
treated in a common stock valuation related to a change in control transaction.  If so,
please clarify whether a common stock valuation price per share, in a change of control
transaction, is calculated by dividing the transaction price by the number of outstanding
shares that includes, or excludes, the shares issuable under the earnout agreement.

            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