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
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
FirstName LastNameJaymes Winters
relating to the Inflation Reduction Act to more specifically describe
the "Made in
Comapany NameNubia
America" Brand
mandates, International
your assumptions Corp.
with respect thereto, and the
material obstacles to
July 24,overcome.
2023 Page 2
FirstName LastName
Jaymes Winters
FirstName LastNameJaymes Winters
Nubia Brand International Corp.
Comapany
July NameNubia Brand International Corp.
24, 2023
July 24,
Page 3 2023 Page 3
FirstName LastName
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.
Jaymes Winters
FirstName LastNameJaymes Winters
Nubia Brand International Corp.
Comapany
July NameNubia Brand International Corp.
24, 2023
July 24,
Page 4 2023 Page 4
FirstName LastName
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