SecProbe.io

CORRESP
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 Solidion Technology, Inc.

 13355 Noel Rd, Suite 1100

 Dallas, TX 75240

 December 11, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention:
 Erin Purnell

 Re:
 Solidion Technology, Inc.

 Registration Statement on Form S-1

 File No. 333-282470

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Solidion
Technology, Inc., a Delaware corporation (the "Registrant"), hereby requests acceleration of effectiveness of its registration
statement on Form S-1 (File No. 333-282470), as amended, to 4:00 p.m. Eastern Time on December 15, 2025, or as soon as practicable thereafter.

 The Registrant hereby authorizes Aslam A. Rawoof of Benesch Friedlander
Coplan & Aronoff LLP to orally modify or withdraw this request for acceleration.

 Please contact Aslam A. Rawoof of Benesch Friedlander Coplan & Aronoff
LLP at (646) 328-0498 or arawoof@beneschlaw.com with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 /s/ Jaymes Winters

 Chief Executive Officer

 cc:
 Aslam A. Rawoof, Benesch Friedlander Coplan & Aronoff LLP

October 4, 2024
Jaymes Winters
Chief Executive Officer
Solidion Technology, Inc.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
Re:Solidion Technology, Inc.
Registration Statement on Form S-1
Filed October 2, 2024
File No. 333-282470
Dear Jaymes Winters:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Alex Weniger-Araujo, Esq.

CORRESP
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Solidion Technology, Inc.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

VIA EDGAR

June 13, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Solidion Technology, Inc.

    Registration Statement on Form S-1

    File No. 333-278700

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Solidion Technology, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so
that it will become effective at 4:30 p.m., Eastern Time, on June 17, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jaymes Winters

    Jaymes Winters,

    Chief Executive Officer

United States securities and exchange commission logo
April 23, 2024
Jaymes Winters
Chief Executive Officer
Solidion Technology, Inc.
13355 Noel Road, Suite 1100
Dallas, Texas 75240
Re:Solidion Technology, Inc.
Registration Statement on Form S-1
Filed on April 15, 2024
File No. 333-278700
Dear Jaymes Winters:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alex Weniger-Araujo

United States securities and exchange commission logo
September 5, 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 28, 2023
File No. 001-41323
Dear Jaymes Winters:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alex Weniger-Araujo

CORRESP
1
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    345 Park Avenue

    New York, NY

    10154-1895

    Direct

Main

Fax
    212.407.4000

212.407.4000

212.407.4990

Via Edgar

August 25, 2023

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Dale Welcome

    Claire Erlanger

    Sarah Sidwell

    Jennifer Angelini

    Re:
    Nubia Brand International Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed August 9, 2023

    File No. 001-41323

Dear Mr. Welcome:

On behalf of Nubia Brand International Corp. (the
“Company”), we are hereby responding to the letter, dated August 22, 2023 (the “Comment Letter”),
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
regarding the Company’s preliminary proxy statement on Schedule 14A, filed on August 9, 2023 (the “Proxy Statement”).
Concurrently with the submission of this letter, the Company is submitting its amendment to the Proxy Statement (the “Amended
Proxy Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The Company has responded to all of the Staff’s
comments by revising the Proxy Statement to address the comments, by providing an explanation if the Company has not so revised the Proxy
Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by
the Company’s response. We have included page references to the Amended Proxy Statement where the language addressing a particular
comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Proxy Statement. The changes reflected
in the Amended Proxy Statement include those made in response to the Staff’s comments as well as other updates.

Preliminary Proxy Statement on Schedule 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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 26, 38, 85 and 191.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 38, 183 and 184.

Please do not hesitate to contact Alex Weniger-Araujo
at (212) 407-4063 of Loeb & Loeb LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Alex Weniger-Araujo

    Alex Weniger-Araujo

    cc:
    Jaymes Winters

    Nubia Brand International Acquisition Corp.

United States securities and exchange commission logo
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

CORRESP
1
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    345
    Park Avenue

    New
    York, NY

    10154-1895

    Direct

    Main

    Fax
    212.407.4000

    212.407.4000

    212.407.4990

Via
Edgar

August 4, 2023

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Dale Welcome

    Claire Erlanger

    Sarah Sidwell

    Jennifer Angelini

    Re:
    Nubia Brand International Corp.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    July 10, 2023

    File No. 001-41323

Dear
Mr. Welcome:

On
behalf of Nubia Brand International Corp. (the “Company”), we are hereby responding to the letter, dated July
24, 2023 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), regarding the Company’s preliminary proxy statement on Schedule
14A, filed on July 10, 2023 (the “Proxy Statement”). Concurrently with the submission of this letter, the Company
is submitting its amendment to the Proxy Statement (the “Amended Proxy Statement”) via EDGAR to the Commission
for review in accordance with the procedures of the Commission.

The
Company has responded to all of the Staff’s comments by revising the Proxy Statement to address the comments, by providing an explanation
if the Company has not so revised the Proxy Statement, or by providing supplemental information as requested. The Staff’s comments
are repeated below in bold and followed by the Company’s response. We have included page references to the Amended Proxy Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Amended Proxy Statement. The changes reflected in the Amended Proxy Statement include those made in response to the Staff’s
comments as well as other updates.

Preliminary
Proxy Statement on Schedule 14A, filed June 9, 2023

General

1. We
                                            note your response to prior comment 3.  Please further address the following;

 ● Revised
                                            disclosure on page xii indicates 8,430,383 shares were redeemed, representing 73.31% of the
                                            outstanding public shares, previously disclosed to be 12,473,000 shares. Please confirm
                                            or revise the percentage of redeeming public shareholders.

 ● Revise
                                            disclosure regarding the current number of outstanding public shares.  In this regard,
                                            we note apparent inconsistencies both in the numbers disclosed (i.e., 4,043,117
                                            and 3,919,617 public shares), and with respect to the foregoing numbers; please reconcile.

 ● Identify
                                            the percentage of public shareholders required to approve the proposals on page ix, or clearly
                                            state if no approval of public shareholders is required.

 ● Disclosure
                                            on page 9 indicates that G3’s ownership of 83.2% includes 20.2% related to the earnout, while
                                            the table on page 10 shows G3’s ownership of 78.9-82.6% with a footnote indicating earnout
                                            shares are not included.  Disclosure regarding sponsor and public shareholder percentages
                                            on pages 9 and 10 also appears inconsistent. Please reconcile.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure throughout the Amended Proxy Statement in accordance with the Staff’s comment.

    2.
    We
    note revised disclosure that refers to an assumed maximum redemption of 12.35 million public shares, with payment of $127.2
    million from the trust account (e.g., pages xii, 38, and 158).  Please further revise to reflect the current number of
    outstanding public shares and trust account balance.  Revise as appropriate your assessment of the combined company’s working
    capital and capital expenditure requirements in light of redemptions to date.  Clarify any 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.

Response:
The Company acknowledges the Staff’s comment and has revised
its disclosures throughout the Amended Proxy Statement to reflect the current number of outstanding public shares and trust account balance and related
disclosures.

    2

    3.
    We
    note your response to prior comment 8.  However, the revisions on page B-6 still appear inconsistent with your disclosure
    on pages 59-60, which provides in relevant part that (i) your exclusive forum provision would not apply to suits brought to enforce
    a duty or liability created by the Exchange Act and (ii) the federal district courts of the United States will be the exclusive
    forum for resolving any complaint asserting a cause of action arising under the Securities Act.  Please conform your certificate
    of incorporation for consistency.  We further note that the foregoing disclosure refers to your by-laws (in addition
    to the certification of incorporation), although the by-laws do not appear to contain any exclusive forum provisions; please revise
    accordingly.

Response:
The Company acknowledges the Staff’s comment and has revised
the disclosure on pages 59, 60 and B-6 of the Amended Proxy Statement in accordance with the Staff’s comment.

    4.
    We
    note a number of blanks and brackets throughout your registration statement.  Please revise to provide the incomplete information,
    with the exception of the shareholder meeting date and related dates, which may be identified in a post-effective amendment.

Response:
The Company acknowledges the Staff’s comment and has revised
the disclosure throughout the Amended Proxy Statement in accordance with the Staff’s comment.

Proposal
No. 1--The Business Combination Proposal

Honeycomb’s
Financial Projections, page 89

    5.
    We
    note that the investor presentation filed with your Form 8-K on July 14, 2023, indicates on page 32 that “By 2026,
    80% of battery materials and components made by HBC will comply with the [Inflation Reduction Act].”  Please revise your
    disclosure relating to the Inflation Reduction Act to more specifically describe the “Made in America” mandates, your assumptions
    with respect thereto, and the material obstacles to overcome.

Response:
The Company acknowledges the Staff’s comment and has revised
the disclosure on page 159 of the Amended Proxy Statement in accordance with the Staff’s comment.

Information
about Honeycomb, page 144

    6.
    We
    note that your investor presentation includes detailed information that does not appear to be included in your proxy statement.
    For example, and without limitation, we note (i) product specifications included on pages 15-16 and 19-20 of the investor presentation,
    (ii) information regarding to the start of production and phased production capacity, including expansion and capital expenditures
    plans, on pages 18-19 and 33-37, and (iii) references to a proprietary battery and related distribution agreement on page 18.
    Please revise this section to include information consistent with that provided in your investor presentation

Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 153, 155 and 157-161 of the Amended Proxy
Statement in accordance with the Staff’s comment.

    3

Notes
to the Unaudited Pro Forma Condensed Combined Financial Statements

Note
3(F) , page 179

    7.
    We
    note from your response to our prior comment 9 that you considered the equity classification conditions in ASC 815-40-25 and concluded
    that all of them were met and therefore, the Earnout Share arrangement is appropriately classified in equity. However, in addition
    to the issuance of shares based on VWAP during certain time periods, we note that there is a change of control provision, and the
    VWAP is subject to “any adjustment pursuant to the Merger Agreement.”  In light of these additional provisions,
    please provide us more detail as to how you evaluated the guidance in ASC 815-40-15, and in particular how you evaluated the settlement
    provisions (step two of the indexation guidance) in ASC 815-40-15-7C.  As part of your response please tell us whether the change
    of control provision results in an input into a “fixed-for-fixed” valuation model.  Additionally, please explain
    to us why the adjustment to recognize the Earnout Shares would have no net impact on any pro forma financial statement line item as
    it would simultaneously increase and decrease additional paid-in capital. We would expect that the offsetting entry to the $139
    million fair value would be reflected in the same manner as if you declared a pro rata

    dividend
    to your common shareholders.  Please advise or revise accordingly.

Response: The
Company acknowledges the Staff’s comment and advises that the Company considered the change of control provision with regard
to ASC 815-40-15-7C and concluded it is an input into a “fixed-for-fixed” valuation model based on the following
analysis.

The Merger
Agreement provides that the Company will issue to the Honeycomb shareholders aggregate consideration of 70,000,000 shares of the Combined
Company’s common stock at the effective time of the Merger Agreement, plus up to an additional 22,500,000 shares of the Combined
Company’s common stock (the “Earnout Shares”) upon the occurrence of the achievement of certain volume weighted average
prices (“VWAP”) of its common stock. Further, upon a change of control of the Combined Company the Earnout Shares are due
Honeycomb shareholders but subject to (and only to the extent that) the valuation of the Combined Company’s common stock implied
by such change of control transaction meeting the VWAP.

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.

Further,
the Company has revised the presentation of the earnout shares adjustment in the pro forma financial information.

Certain
Relationships and Related Party Transactions, page 202

    8.
    We
    note your revised disclosure in response to prior comment 5.  Please further revise this section to 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.

Response:
The Company acknowledges the Staff’s comment and has revised
the disclosure on page 205 of the Amended Proxy Statement in accordance with the Staff’s comment

    4

Please
do not hesitate to contact Alex Weniger-Araujo at (212) 407-4063 of Loeb & Loeb LLP with any questions or comments regarding
this letter.

    Sincerely,

    /s/
    Alex Weniger-Araujo

    Alex Weniger-Araujo

    cc:
    Jaymes
    Winters

    Nubia
    Brand International Acquisition Corp.

5

United States securities and exchange commission logo
July 24, 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 July 10, 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 June 20, 2023, letter.
Preliminary Proxy Statement on Schedule 14A
General
1.We note your response to prior comment 3.  Please further address the following;

•Revised disclosure on page xii indicates 8,430,383 shares were redeemed,
representing 73.31% of the outstanding public shares, previously disclosed to be
12,473,000 shares.  Please confirm or revise the percentage of redeeming
public shareholders.

•Revise disclosure regarding the current number of outstanding public shares.  In this
regard, we note apparent inconsistencies both in the numbers disclosed

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 July 24, 2023 Page 2
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
July 24, 2023
Page 2
(i.e., 4,043,117 and 3,919,617 public shares), and with respect to the foregoing
numbers; please reconcile.

•Identify the percentage of public shareholders required to approve the proposals on
page ix, or clearly state if no approval of public shareholders is required.

•Disclosure on page 9 indicates that G3's ownership of 83.2% includes 20.2% related
to the earnout, while the table on page 10 shows G3's ownership of 78.9-82.6% with
a footnote indicating earnout shares are not included.  Disclosure regarding sponsor
and public shareholder percentages on pages 9 and 10 also appears inconsistent.
Please reconcile.
2.We note revised disclosure that refers to an assumed maximum redemption of 12.35
million public shares, with payment of $127.2 million from the trust account (e.g., pages
xii, 38, and 158).  Please further revise to reflect the current number of outstanding public
shares and trust account balance.  Revise as appropriate your assessment of the combined
company's working capital and capital expenditure requirements in light of redemptions to
date.  Clarify any 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.
3.We note your response to prior comment 8.  However, the revisions on page B-6 still
appear inconsistent with your disclosure on pages 59-60, which provides in relevant part
that (i) your exclusive forum provision would not apply to suits brought to enforce a duty
or liability created by the Exchange Act and (ii) the federal district courts of the United
States will be the exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act.  Please conform your certificate of incorporation for
consistency.  We further note that the foregoing disclosure refers to your by-laws (in
addition to the certification of incorporation), although the by-laws do not appear to
contain any exclusive forum provisions; please revise accordingly.
4.We note a number of blanks and brackets throughout your registration statement.  Please
revise to provide the incomplete information, with the exception of the shareholder
meeting date and related dates, which may be identified in a post-effective amendment.
Proposal No. 1--The Business Combination Proposal
Honeycomb's Financial Projections, page 89
5.We note that the investor presentation filed with your Form 8-K on July 14, 2023,
indicates on page 32 that "By 2026, 80% of battery materials and components made by
HBC will comply with the [Inflation Reduction Act]."  Please revise your disclosure
relating to the Inflation Reduction Act to more specifically describe the "Made in
America" mandates, your assumptions with respect thereto, and the material obstacles to
overcome.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 July 24, 2023 Page 3
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
July 24, 2023
Page 3
Information about Honeycomb, page 144
6.We note that your investor presentation includes detailed information that does not appear
to be included in your proxy statement.  For example, and without limitation, we note (i)
product specifications included on pages 15-16 and 19-20 of the investor presentation, (ii)
information regarding to the start of production and phased production capacity, including
expansion and capital expenditures plans, on pages 18-19 and 33-37, and (iii) references
to a proprietary battery and related distribution agreement on page 18.  Please revise this
section to include information consistent with that provided in your investor presentation.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3(F) , page 179
7.We note from your response to our prior comment 9 that you considered the equity
classification conditions in ASC 815-40-25 and concluded that all of them were met and
therefore, the Earnout Share arrangement is appropriately classified in equity. However, in
addition to the issuance of shares based on VWAP during certain time periods, we note
that there is a change of control provision, and the VWAP is subject to “any adjustment
pursuant to the Merger Agreement.”  In light of these additional provisions, please provide
us more detail as to how you evaluated the guidance in ASC 815-40-15, and in particular
how you evaluated the settlement provisions (step two of the indexation guidance) in ASC
815-40-15-7C.  As part of your response please tell us whether the change of control
provision results in an input into a “fixed-for-fixed” valuation model.  Additionally, please
explain to us why the adjustment to recognize the Earnout Shares would have no net
impact on any pro forma nancial statement line item as it would simultaneously increase
and decrease additional paid-in capital. We would expect that the offsetting entry to the
$139 million fair value would be reflected in the same manner as if you declared a pro rata
dividend to your common shareholders.  Please advise or revise accordingly.
Certain Relationships and Related Party Transactions, page 202
8.We note your revised disclosure in response to prior comment 5.  Please further revise this
section to 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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 July 24, 2023 Page 4
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
July 24, 2023
Page 4
            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

CORRESP
1
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    345 Park Avenue

    New York, NY

    10154-1895

    Direct

Main

Fax
    212.407.4000

212.407.4000

212.407.4990

Via Edgar

July 7, 2023

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Dale Welcome

    Claire Erlanger

    Sarah Sidwell

    Jennifer Angelini

    Re:
    Nubia Brand International Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed June 9, 2023

    File No. 001-41323

Dear Mr. Welcome:

On behalf of Nubia Brand International Corp. (the
“Company”), we are hereby responding to the letter, dated June 20, 2023 (the “Comment Letter”),
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
regarding the Company’s preliminary proxy statement on Schedule 14A, filed on June 9, 2023 (the “Proxy Statement”).
Concurrently with the submission of this letter, the Company is submitting its amendment to the Proxy Statement (the “Amended
Proxy Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The Company has responded to all of the Staff’s
comments by revising the Proxy Statement to address the comments, by providing an explanation if the Company has not so revised the Proxy
Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by
the Company’s response. We have included page references to the Amended Proxy Statement where the language addressing a particular
comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Proxy Statement. The changes reflected
in the Amended Proxy Statement include those made in response to the Staff’s comments as well as other updates.

Preliminary Proxy Statement on Schedule 14A, filed June 9, 2023

General

    1.

    We note your revisions in response to prior comment 1.
    Please further revise your disclosure to indicate the expected period of time between the “Effective Time” and the
    “Closing Date.”  Clarify whether G3 will remain the sole shareholder of HBC throughout this period, or whether
    another party or parties will become HBC shareholders prior to the closing date.

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure throughout in accordance with the Staff’s comment, including, but not limited to, the disclosure on page vii.

    2.

    We note your response to prior comment 2 and reissue it in
    part.  Please 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.

Response: G3 has no plans, arrangements, or understandings with respect to the
Combined Company’s Common Stock, including any distribution of shares of the Combined Company’s Common Stock to the beneficial
owners of G3.

    3.
    We note your response to prior comment 4 and your Form 8-K filed June 16, 2023, regarding the special shareholding meeting held on June 14, 2023.  Please revise your disclosure throughout to reflect the outcome of this meeting.  Include, without limitation, the percentage of redeeming shareholders, changes in extension deposits, and effects on the trust account.

Response: The Company has revised the disclosure throughout the Amended Proxy
Statement in accordance with the Staff’s comment.

    4.
    We note your response to prior comment 5.  Please further revise your disclosure to address the following:

    ●
    Include the number of potential Holdback Shares as of the date of your registration statement, in addition to the formula on page ii.

    ●
    Disclosure on page 3 refers to potential forfeiture of Holdback Shares in respect of G3 or the Company’s indemnification obligations under the Contribution Agreement, but Section 12 of that agreement appears to relate solely to indemnification obligations of G3; please revise to reconcile.  Clarify that forfeited Holdback Shares would not be issued, if true.

    ●
    Clearly disclose, if true, that the Holdback Shares can be issued at closing or following closing, depending on whether the tax lien has been released.  In this regard, we note Section 3.5 of the merger agreement and the definitions therein of “Closing Merger Consideration Shares” (which treats Holdback Shares as a contingent portion of the merger consideration shares) and “Merger Consideration Shares” (which contemplates issuance of Holdback Shares in addition to Closing Merger Consideration Shares).

    ●
    Clearly identify the party or parties to which the Holdback Shares are issuable, distinguishing between closing and post-closing issuances if different.  In this regard, we note disclosure on page 3 that Holdback Shares “shall be issued pro rata to the persons who held HBC common stock as of immediately prior to the Closing.”

    ●
    Clarify disclosure throughout regarding the merger consideration and its relation to the Holdback Shares.  For instance, disclosure on page 9 that G3 “will receive 70 million shares as consideration for the merger” does not appear to take into account the Holdback Shares, and disclosure on page 3 appears to indicate that G3 will receive 70 million shares and additional Holdback Shares.  Describe assumptions regarding Holdback Shares in connection with the ownership table on page 10, by footnote or otherwise.

    ●
    Define the terms (i) “merger consideration” on page iii with specificity, rather than by reference to the merger agreement, and (ii) “Closing Merger Consideration Shares” on page 139 as appropriate for consistency with the foregoing.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages iii, viii, 3, 9, 10, 55, 56, 74, 75,
80, 81, 139, 173, 178, and 204 of the Amended Proxy Statement in accordance with the Staff’s comment.

    5.

    We note your response to prior comment 6 and reissue it in
    part.  Please file the form of registration rights agreement with your proxy statement.  Please additionally revise your
    disclosure regarding the registration rights agreement to describe all material provisions.  Identify the parties thereto,
    revising references to “certain” or “initial” stockholders, and reconciling apparent inconsistencies,
    for instance on pages 8 and 56.  Quantify the number of shares, and any other securities, that will have registration rights
    following the closing.

    Add related risk factor disclosure.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages i, 9, 55, 56, 80, and 204 of the Amended Proxy Statement in accordance with the Staff’s
comment.

    2

Questions and Answers about the Proposals, page v

    6.

    We note your response to prior comment 16. As previously
    requested, please expand your disclosure in the section titled “Questions and Answers about the
    Proposals” which begins on page v, to address the potential cash shortfall in the maximum redemption scenario.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page xii of the Amended Proxy Statement in accordance with the
Staff’s comment:

Risk Factors

We may require additional capital to support business growth
. . . . , page 38

    7.

    We note your response to prior comment 9 and reissue it in
    part.  Clearly state if and when additional funding will be required by the combined company, revising disclosure throughout
    that indicates funding “may” be required, and updating references to June 30, 2023.  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 158 that indicates Honeycomb’s existing funding
    is sufficient for Sample A; please describe funding requirements in relation to the other items within the table.

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on pages 38, 158 and 186 to address the Staff’s comment in part.

The amended and restated bylaws that will be effective . . .
. , page 59

    8.

    We note your response to prior comment 10.  While your
disclosure indicates that “the federal district courts of the United States will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act,” we are unable to locate this provision within the
Second Amended Certificate of Incorporation; please reconcile.

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page B-6 in accordance with the Staff’s comment.

Notes to the Unaudited Pro Forma Condensed Combined Financial
Statements

Note 3(F), page 178

    9.

    We note that G3 has the contingent right to receive up to an
    additional 22,500,000 earnout shares of the combined company’s common stock as part of the merger consideration.  Please
    address the following comments related to the earnout shares:

 ● Please tell us and disclose how you plan to account for the
issuance of the earnout shares and cite the authoritative literature you have relied upon.

 ● Please tell us and disclose how you determined the $139 million
fair value of the earnout merger consideration, as well as where this has been reflected in your pro forma financial statements.

Response: With respect to the first bullet point, the Company acknowledges the
Staff’s comment and has revised the disclosure on page 178 in accordance with the Staff’s comment.

The Company utilized
a Monte Carlo simulation analysis to determine the fair value of the earnout.  In a Monte Carlo simulation, a computer is used to
generate random price movements, which are constrained by the expected volatility of the underlying security.  The Company considered
dilution into the valuation of the earnout based on the number of additional shares to be received by the Honeycomb shareholders and the
expected capitalization table upon closing. Key assumptions included: dilution of 71.4%-94%, risk free rate of 4.1% and volatility of
70%.

The accounting for the Earnout Shares
was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service
conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not
within the scope of ASC 718.

Next, the Company determined that the
Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the
analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.

The Company next considered the equity
classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately
classified in equity.

As the merger is accounted for as a reverse
recapitalization, the fair value of the Earnout Share arrangement will be accounted for as an equity transaction as of the closing date
of the merger.

    3

Please do not hesitate to contact Alex Weniger-Araujo at (212) 407-4063 of Loeb & Loeb LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:
    Jaymes Winters

    Nubia Brand International Acquisition Corp.

4

United States securities and exchange commission logo
June 20, 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 June 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 May 26, 2023 letter.
Preliminary Proxy Statement on Schedule 14A, filed June 9, 2023
General
1.We note your revisions in response to prior comment 1.  Please further revise your
disclosure to indicate the expected period of time between the "Effective Time" and the
"Closing Date."  Clarify whether G3 will remain the sole shareholder of HBC throughout
this period, or whether another party or parties will become HBC shareholders prior to the
closing date.
2.We note your response to prior comment 2 and reissue it in part.  Please 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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 June 20, 2023 Page 2
 FirstName LastNameJaymes Winters
Nubia Brand International Corp.
June 20, 2023
Page 2
3.We note your response to prior comment 4 and your Form 8-K filed June 16, 2023,
regarding the special shareholding meeting held on June 14, 2023.  Please revise your
disclosure throughout to reflect the outcome of this meeting.  Include, without limitation,
the percentage of redeeming shareholders, changes in extension deposits, and effects on
the trust account.
4.We note your response to prior comment 5.  Please further revise your disclosure to
address the following:

•Include the number of potential Holdback Shares as of the date of your registration
statement, in addition to the formula on page ii.

•Disclosure on page 3 refers to potential forfeiture of Holdback Shares in respect of
G3 or the Company's indemnification obligations under the Contribution Agreement,
but Section 12 of that agreement appears to relate solely to indemnification
obligations of G3; please revise to reconcile.  Clarify that forfeited Holdback Shares
would not be issued, if true.

•Clearly disclose, if true, that the Holdback Shares can be issued at closing or
following closing, depending on whether the tax lien has been released.  In this
regard, we note Section 3.5 of the merger agreement and the definitions therein of
"Closing Merger Consideration Shares" (which treats Holdback Shares as a
contingent portion of the merger consideration shares) and "Merger Consideration
Shares" (which contemplates issuance of Holdback Shares in addition to Closing
Merger Consideration Shares).

•Clearly identify the party or parties to which the Holdback Shares are issuable,
distinguishing between closing and post-closing issuances if different.  In this regard,
we note disclosure on page 3 that Holdback Shares "shall be issued pro rata to the
persons who held HBC common stock as of immediately prior to the Closing."

•Clarify disclosure throughout regarding the merger consideration and its relation to
the Holdback Shares.  For instance, disclosure on page 9 that G3 "will receive 70
million shares as consideration for the merger" does not appear to take into account
the Holdback Shares, and disclosure on page 3 appears to indicate that G3 will
receive 70 million shares and additional Holdback Shares.  Describe assumptions
regarding Holdback Shares in connection with the ownership table on page 10, by
footnote or otherwise.

•Define the terms (i) "merger consideration" on page iii with specificity, rather than by
reference to the merger agreement, and (ii) "Closing Merger Consideration
Shares" on page 139 as appropriate for consistency with the foregoing.
5.We note your response to prior comment 6 and reissue it in part.  Please file the form of
registration rights agreement with your proxy statement.  Please additionally revise your

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 June 20, 2023 Page 3
 FirstName LastNameJaymes Winters
Nubia Brand International Corp.
June 20, 2023
Page 3
disclosure regarding the registration rights agreement to describe all material provisions.
Identify the parties thereto, revising references to "certain" or "initial" stockholders, and
reconciling apparent inconsistencies, for instance on pages 8 and 56.  Quantify the number
of shares, and any other securities, that will have registration rights following the closing.
Add related risk factor disclosure.
Questions and Answers about the Proposals, page v
6.We note your response to prior comment 16. As previously requested, please expand your
disclosure in the section titled "Questions and Answers about the Proposals" which begins
on page v, to address the potential cash shortfall in the maximum redemption scenario.
Risk Factors
We may require additional capital to support business growth . . . . , page 38
7.We note your response to prior comment 9 and reissue it in part.  Clearly state if and when
additional funding will be required by the combined company, revising disclosure
throughout that indicates funding "may" be required, and updating references to June 30,
2023.  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 158 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 59
8.We note your response to prior comment 10.  While your disclosure indicates that "the
federal district courts of the United States will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act," we are unable to
locate this provision within the Second Amended Certificate of Incorporation; please
reconcile.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3(F), page 178
9.We note that G3 has the contingent right to receive up to an additional 22,500,000 earnout
shares of the combined company's common stock as part of the merger consideration.
Please address the following comments related to the earnout shares:

•Please tell us and disclose how you plan to account for the issuance of the earnout
shares and cite the authoritative literature you have relied upon.

•Please tell us and disclose how you determined the $139 million fair value of the
earnout merger consideration, as well as where this has been reflected in your pro
forma financial statements.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 June 20, 2023 Page 4
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
June 20, 2023
Page 4
            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

CORRESP
1
filename1.htm

    345 Park Avenue

    New York, NY

    10154-1895

    Direct

Main

Fax
    212.407.4000

212.407.4000

212.407.4990

Via Edgar

June 8, 2023

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Dale Welcome

    Claire Erlanger

    Sarah Sidwell

    Jennifer Angelini

    Re:
    Nubia Brand International Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed May 12, 2023

    File No. 001-41323

Dear Mr. Welcome:

On behalf of Nubia Brand International Corp. (the “Company”),
we are hereby responding to the letter, dated May 26, 2023 (the “Comment Letter”), from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s preliminary
proxy statement on Schedule 14A, filed on May 12, 2023 (the “Proxy Statement”). Concurrently with the submission
of this letter, the Company is submitting its amendment to the Proxy Statement (the “Amended Proxy Statement”)
via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The Company has responded to all of the Staff’s
comments by revising the Proxy Statement to address the comments, by providing an explanation if the Company has not so revised the Proxy
Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by
the Company’s response. We have included page references to the Amended Proxy Statement where the language addressing a particular
comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Proxy Statement. The changes reflected
in the Amended Proxy Statement include those made in response to the Staff’s comments as well as other updates.

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

    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.”

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure throughout in accordance with the Staff’s comment.

    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 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.

Response: Pursuant to the Staff’s request, the
Company respectfully advises the Staff that the issuance of the Nubia Class A common stock to the sole stockholder of HBC (the “Seller”)
in connection with the Transactions qualifies as a private placement, exempt from registration under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated
thereunder.

The Commission generally considers four
factors when determining whether an offering is a public offering: (1) the number of offerees; (2) sophistication of the offerees; (3)
relationship between the issuer and the offerees; and (4) size and manner of the offering. See SEC Release No. 33-285 (January 24, 1935).

(1) Number of offerees.
Shares of the Company’s stock are only being offered as consideration for the Transactions to one Seller.

(2) Sophistication of the offerees.
The Seller is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and is knowledgeable, sophisticated
and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision
like that involved in the acquisition of the Nubia Class A common stock, and has requested, received, reviewed and considered all information
the Seller deems relevant in making an informed decision to acquire such securities.

(3) Relationship between the issuer
and the offerees. Because the Company is a blank check company, the operations of the Combined Company will be the current operations
of HBC. The Seller currently owns all of the outstanding shares of HBC, which affords it access to disclosure of more information than
a registration statement would provide.

(4) Size and manner of the offering.
The Seller is participating in the issuance of the Nubia Class A common stock pursuant to the Merger Agreement as a result of confidential
negotiations between the Company, HBC and the Seller.

For the reasons stated above, the issuance
of the Nubia Class A common stock to the Seller is exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Rule
506(b) of Regulation D promulgated thereunder.

    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.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company has not requested any notice from the underwriter or any other firm
engaged in connection with the Company’s initial public offering about ceasing involvement in the Transactions.

    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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages xii, 13, 102, and 130 in accordance with the Staff’s comment.

    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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages ii, iii, 3, and 75 in accordance with the Staff’s comment. The Company has revised
its post-combination ownership disclosures to exclude the Holdback Shares as they cannot be earned or issued as of the closing date of
the Transactions.

    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.

Response: The Company acknowledges the Staff’s comment and has attached
a copy of the lock-up agreement to the Amended Proxy Statement as Annex M. The Company further advises the Staff that entry into the registration
rights agreement is a covenant under the Merger Agreement and, as such, the registration rights agreement will be entered into at or prior
to Closing and will be filed with the Commission at such time in accordance with applicable rules.

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.

Response: The Company acknowledges the Staff’s
comments and has revised the disclosure on the cover page of the Amended Proxy Statement and on pages 2 and 57 thereof in accordance
with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s comment and has revised
the table and text on page 9 to exclude the earnout shares.

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.

Response: The Company acknowledges the Staff’s
comment. The Company has revised the disclosure on page 38 regarding the effect of redemptions in connection with the shareholder meeting
for the extension proposal and undertakes to address the Staff’s comment in full in a future filing.

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.

Response: The Company acknowledges the Staff’s
comment and has determined that the proposed restated bylaws and second amended and restated certificate of incorporation of the Combined
Company each contained parallel jurisdiction clauses for certain disputes. The Company has elected to delete such provisions from the
amended and restated bylaws and retain them in a single consolidated set of provisions within the second amended and restated certificate
of incorporation. Accordingly, the Company has revised the disclosure on pages 59, 60, B-6, and C-17.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 89 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page x, 66 and 110 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 131 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 163 in accordance with the Staff’s comment.

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 redempt

United States securities and exchange commission logo
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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Nubia Brand International Corp.
May 26, 2023
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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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 May 26, 2023 Page 3
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
May 26, 2023
Page 3
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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 Comapany NameNubia Brand International Corp.
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Jaymes Winters
Nubia Brand International Corp.
May 26, 2023
Page 4
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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May 26, 2023
Page 5
adjustment, including the potential cash shortfall and the need for additional funding.
Additionally, please expand the question and answer on page v to discuss the potential
cash shortfall in the maximum redemption scenario.
Beneficial Ownership of Securities, page 192
17.We note your response to prior comment 4.  Please further revise to disclose the beneficial
ownership of G3, identifying the natural persons who have voting and dispositive control
of the shares, and the total number of beneficial owners.
Certain Relationships and Related Party Transactions, page 193
18.We note your revisions in response to prior comment 55.  Please update information as of
the most recent practicable date.  Ensure consistency with disclosure elsewhere regarding
the interests of the sponsor and its affiliates in the business combination.
Notes to the Audited Financial Statements
Note 7. Stockholders Equity (Deficit), page F-18
19.We note your disclosure in Note 7 to the audited financial statements of Nubia indicates
that The Private Placement Warrants are identical to the Public Warrants underlying the
Units being sold in the Initial Public Offering.  However, we note from your disclosure on
page xi that there appear to be differences in exercise provisions.  In this regard we note
your disclosure on page xi  that the Public Warrants are identical to the Private Placement
Warrants in material terms and provisions, except that the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the Closing (except in
limited circumstances), will not be redeemable by Nubia so long as they are held by the
Initial Stockholders, including any of their permitted transferees, and may be exercised by
the holders on a cashless basis. If the Private Placement Warrants are held by holders
other than the Initial Stockholders, including any of their permitted transferees, they will
be redeemable by Nubia and exercisable by the holders on the same basis as the Public
Warrants. Please provide us with your analysis under ASC 815-40 to support your
accounting treatment for the Private Warrants as equity.  As part of your analysis, please
specifically address the cashless exercise provisions disclosed on page xi and explain
whether you believe there are potential changes to the settlement amounts that are
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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 Comapany NameNubia Brand International Corp.
 May 26, 2023 Page 6
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
May 26, 2023
Page 6
            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

CORRESP
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    345
                                            Park Avenue

    New
    York, NY

 10154-1895

    Direct

    Main

    Fax
    212.407.4000

    212.407.4000

    212.407.4990

Via
Edgar

May 11,
2023

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Dale
    Welcome

    Claire
    Erlanger

    Sarah
    Sidwell

    Jennifer
    Angelini

    Re:
    Nubia Brand International Corp.

    Preliminary Proxy Statement on Schedule 14A Filed March 20, 2023

    File No. 001-41323

Dear
Mr. Welcome:

On
behalf of Nubia Brand International Corp. (the “Company”), we are hereby responding to the letter, dated April
13, 2023 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), regarding the Company’s preliminary proxy statement on Schedule
14A, filed on March 20, 2023 (the “Proxy Statement”). Concurrently with the submission of this letter, the
Company is submitting its amendment to the Proxy Statement (the “Amended Proxy Statement”) via EDGAR to the
Commission for review in accordance with the procedures of the Commission.

The
Company has responded to all of the Staff’s comments by revising the Proxy Statement to address the comments, by providing an explanation
if the Company has not so revised the Proxy Statement, or by providing supplemental information as requested. The Staff’s comments
are repeated below in bold and followed by the Company’s response. We have included page references to the Amended Proxy Statement
where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in
the Amended Proxy Statement. The changes reflected in the Amended Proxy Statement include those made in response to the Staff’s
comments as well as other updates.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that G3 is the sole shareholder of Honeycomb. Pursuant to C&DI 239.13, an acquiring company
may seek a commitment from principal security holders of a target company to vote in favor of a business combination transaction, and
the Staff has not objected to the registration of offers and sales of the acquiring company’s securities where:

(i) the agreement involves only executive
officers, directors, affiliates, founders and their family members, and holders of 5% or more of the voting equity securities of the company
being acquired;

(ii) the persons signing the agreements
collectively own less than 100% of the voting equity of the target; and

(iii) votes will be solicited from shareholders
of the company being acquired who have not signed the agreements and would be ineligible to purchase in a private offering.

C&DI 239.13 further states that the Staff has objected
to the registration on Form S-4 of the offer and sale of securities if, prior to such registration, the persons who entered
into such agreement also deliver written consents approving the business combination transaction. G3, which owns 100% of Honeycomb’s
voting securities, is the only party that executed a transaction support agreement in connection with the transaction and no additional
votes will be solicited as there are no other shareholders. Under SEC guidance (C&DI 239.13), G3 is deemed to have already accepted
the offer to receive Nubia shares in exchange for their shares of Honeycomb common stock. As such, those shares cannot be registered on
Form S-4.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 64 and 180 in accordance with the Staff’s comment.

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) 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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on the cover page and page 2 of the Amended Proxy Statement to reflect the expectation that G3 will hold approximately
81.8% of the voting power of the combined company’s common stock upon the closing and to clarify that while the Company will be
a “controlled company” under the corporate governance rules of The Nasdaq Stock Market LLC, it does not currently expect to
rely upon the “controlled company” exemptions. The Company has included the appropriate risk factor on page 55 of the Amended
Proxy Statement.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 37 and 142 of the Amended Proxy Statement in accordance with the Staff’s
comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the Amended Proxy Statement in accordance with the Staff’s comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page 64 of the Amended Proxy Statement in accordance with the Staff’s comment.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages ii and iii of the Amended Proxy Statement, as well as other references
to the “Combined Company,” “HBC” and “Honeycomb,” in accordance with the Staff’s comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page ix of the Amended Proxy Statement in accordance with the Staff’s comment.

    2

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.

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on pages  2 and 175 in accordance with the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on pages 2, 8, 78 and 156 in accordance with the Staff’s comment.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure throughout the Amended Proxy Statement to reflect that if the NTA amendment proposal is approved, the Company
will not be required to have net tangible assets of at least $5,000,000 in order to consummate a business combination.

Conditions
to Closing, page 6

12. Please
                                            clearly disclose all material conditions to closing, revising the reference to “customary
                                            closing conditions including” accordingly.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 6 and 76 of the Amended Proxy Statement in accordance with the Staff’s comment.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on page 8 of the Amended Proxy Statement in accordance with the Staff’s comment.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and

United States securities and exchange commission logo
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)

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 April 13, 2023 Page 2
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 2
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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 April 13, 2023 Page 3
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 3
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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 April 13, 2023 Page 4
 FirstName LastName
Jaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 4
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.

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 April 13, 2023 Page 5
 FirstName LastNameJaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 5
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

 FirstName LastNameJaymes Winters
 Comapany NameNubia Brand International Corp.
 April 13, 2023 Page 6
 FirstName LastNameJaymes Winters
Nubia Brand International Corp.
April 13, 2023
Page 6
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

CORRESP
1
filename1.htm

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

March 9, 2022

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Nubia Brand International Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-261114) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m. EST on March 10, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Nubia Brand International Corp.

    By:
    /s/ Jaymes Winters

    Name:
    Jaymes Winters

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

March 9, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Catherine De Lorenzo, Staff Attorney

    Re:
    Nubia Brand International Corp.

    Registration Statement on Form S-1 (File No. 333-261114)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins Nubia Brand International Corp. in requesting that the Securities and
Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-261114) (the “Registration
Statement”) to become effective on March 10, 2022, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers,
institutions and others prior to the requested effective time of the Registration Statement.

We have been informed by the
participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as
amended, to the extent applicable.

    Very truly yours,

    EF Hutton, division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

    cc:
    Jaymes Winters, Chief Executive Officer, Nubia Brand International Corp.

    Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP

    David R. Crandall, Esq., Hogan Lovells US LLP

CORRESP
1
filename1.htm

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

December 27, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Nubia Brand International Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-261114) (the “Registration Statement”)

Ladies and Gentlemen:

On December 20, 2021, the Company
requested acceleration of the effective date of the above-referenced Registration Statement so that it would become effective at 5:00
p.m. EST on Tuesday, December 28, 2021 or as soon thereafter as practicable. We hereby withdraw such request.

    Very truly yours,

    Nubia Brand International Corp.

    By:
    /s/ Jaymes Winters

    Name:
    Jaymes Winters

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

December 20, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Nubia Brand International Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-261114) (the “Registration Statement”)

Ladies and Gentlemen:

On
December 17, 2021, the Company requested acceleration of the effective date of the above-referenced Registration Statement so that it
would become effective at 5:00 p.m. EST on Tuesday, December 21, 2021 or as soon thereafter as practicable. We hereby withdraw such request.

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 5:00 p.m. EST on December 28, 2021, or as soon thereafter as practicable.

    Very truly yours,

    Nubia Brand International Corp.

    By:
    /s/ Jaymes Winters

    Name:
    Jaymes Winters

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

December 17, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Catherine De Lorenzo, Staff Attorney

    Re:
    Nubia Brand International Corp.

    Registration Statement on Form S-1 (File No. 333-261114)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins Nubia Brand International Corp. in requesting that the Securities and
Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-261114) (the “Registration
Statement”) to become effective on December 21, 2021, at 5:00 p.m. Eastern Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the
Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers,
institutions and others prior to the requested effective time of the Registration Statement.

We have been informed by the participating
underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended, to
the extent applicable.

    Very truly yours,

    EF Hutton, division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

    cc:
    Jaymes Winters, Chief Executive Officer, Nubia Brand International Corp.

    Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP

    David R. Crandall, Esq., Hogan Lovells US LLP

CORRESP
1
filename1.htm

Nubia Brand International Corp.

13355 Noel Rd, Suite 1100

Dallas, TX 75240

December 17, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Nubia Brand International Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-261114) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 5:00 p.m. EST on December 21, 2021, or as soon thereafter as practicable.

    Very truly yours,

    Nubia Brand International Corp.

    By:
    /s/ Jaymes Winters

    Name:
    Jaymes Winters

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
October 6, 2021
Jaymes Winter
Chief Executive Officer
Nubia Brand International Corp.
13355 Noel Rd.
Suite 1100
Dallas, TX 75240
Re:Nubia Brand International Corp.
Draft Registration Statement on Form S-1
Submitted September 27, 2021color:white;"_
CIK No. 0001881551
Dear Mr. Winter:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Catherine De Lorenzo at 202-551-4079 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alex Weniger-Araujo