UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. 5)

Check the appropriate box:

NUBIA BRAND INTERNATIONAL CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT DATED AUGUST 8, 2023 — SUBJECT TO COMPLETION

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF NUBIA BRAND INTERNATIONAL CORP.

Proxy Statement dated [•], 2023
and first mailed to shareholders on or about [•], 2023.

NUBIA BRAND INTERNATIONAL CORP.
13355 Noel Rd, Suite 1100
Dallas, TX 75240

Dear Nubia Brand International Corp. Stockholders,

On behalf of the Nubia board of directors (the “Nubia Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Nubia Brand International Corp., a Delaware corporation (“Nubia,” “we” or “our”), to be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On February 16, 2023, Nubia entered into a Merger Agreement (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Nubia, Honeycomb Battery Company, an Ohio corporation (“HBC”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of Nubia (“Merger Sub”), a copy of which is attached to the accompanying proxy statement as Annex A, which, among other things, provides for the merger of Merger Sub with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”). Following the consummation of the Transactions, Nubia will change its name to Solidion Technology, Inc. The new public entity following the consummation of the Transactions is referred to herein as the “Combined Company.”

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the shareholders of HBC pursuant to the Merger Agreement (the “Merger Consideration”) will be equal to $700,000,000, minus $2,000,000 (plus any additional interest or penalties) for the federal tax lien (the “G3 Tax Lien”) filed against G3 (as defined below) in the Montgomery County Recorder’s Office on October 21, 2020, if the G3 Tax Lien is not released prior to Closing. Assuming a Closing Date of [•], 2023, we expect that the per share Merger Consideration to shareholders of HBC will be approximately 70,000,000 shares of Nubia’s Class A common stock in exchange for each issued and outstanding share of HBC common stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

Global Graphene Group, Inc., a Delaware corporation and the parent of HBC (“G3”), and Arbor Lake Capital Inc., a British Virgin Islands corporation (“Arbor Lake”), as the owners of all issued and outstanding shares of HBC prior to the Effective Time, will also have the opportunity to earn up to 22,500,000 additional shares of Nubia’s Class A common stock: (i) 5,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $12.50 per share; (ii) 7,500,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $15.00 per share; and (iii) 10,000,000 shares if over any ten (10) trading days within any thirty (30) trading day period the VWAP of the shares of Class A common stock is greater than or equal to $25.00 per share, subject to the terms of the Merger Agreement.

At the special meeting, Nubia stockholders will be asked to consider and vote upon:

(1)     Proposal No. 1 — a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement — we refer to this proposal as the “business combination proposal”;

(2)     Proposal No. 2 — a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)     Proposal No. 3 — a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission — we refer to this proposal as the “NTA amendment proposal”;

(4)     Proposal No. 4 — a proposal to approve and adopt the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex D;

(5)     Proposal No. 5 — a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)     Proposal No. 6 — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”;

(7)     Proposal No. 7 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Nubia common stock at the close of business on [•], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Nubia Board has determined that the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Nubia and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Nubia Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Nubia stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

All Nubia stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Nubia’s units, Class A common stock and warrants are currently listed on the Nasdaq Global Market under the symbols NUBIU, NUBI and NUBIW, respectively. In connection with the Transactions, Nubia has applied to have Nubia’s Class A common stock and warrants listed on The Nasdaq Stock Market LLC (“Nasdaq”), and it will change its name to Solidion Technology, Inc. Upon the closing of the Transactions, we expect that the Combined Company’s Common Stock (as defined below) and warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively. As a result, Nubia’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Pursuant to Nubia’s current certificate of incorporation, a holder of public shares may demand that Nubia redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Nubia redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Nubia’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Nubia will redeem each public share for a full pro rata portion of the trust account holding the proceeds from Nubia’s initial public offering, calculated as of two business days prior to the consummation of the business combination.

Because Global Graphene Group, Inc., a Delaware corporation and the parent of HBC, will hold approximately 88.5% of the voting power of the Combined Company upon the closing of the Transactions, we will be a “controlled company” under the corporate governance rules of Nasdaq. We do not currently expect to rely upon the “controlled company” exemptions. However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.”

Nubia is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Nubia will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Nubia IPO, (b) in which Nubia has total annual gross revenue of at least $1.07 billion, or (c) in which Nubia is deemed to be a large accelerated filer, which means the market value of Nubia’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Nubia has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

This proxy statement provides you with detailed information about the Transactions and other matters to be considered at the special meeting of Nubia’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. In particular, when you consider the recommendation regarding these proposals by the board of directors of Nubia, you should keep in mind that Nubia’s directors and officers have interests in the Transactions that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, 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 liquidating Nubia. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Jaymes Winters
Chairman of the Board of Directors

[•], 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE NUBIA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NUBIA’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING.    YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF NUBIA STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement is dated [•], 2023 and is first being mailed to Nubia stockholders on or about [•], 2023.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement describes other than those contained in this proxy statement, and, if given or made, the information or representation must not be relied upon as having been authorized by Nubia or HBC. This proxy statement does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement nor any distribution of securities made under this proxy statement will, under any circumstances, create an implication that there has been no change in the affairs of Nubia or HBC since the date of this proxy statement or that any information contained herein is correct as of any time subsequent to such date.

NUBIA BRAND INTERNATIONAL CORP.
13355 Noel Rd, Suite 1100
Dallas, TX 75240

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2023

TO THE STOCKHOLDERS OF NUBIA BRAND INTERNATIONAL CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Nubia Brand International Corp., a Delaware corporation (“Nubia,” “we” or “our”), will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of Nubia’s board of directors (the “Nubia Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)     Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement — we refer to this proposal as the “business combination proposal”;

(2)     Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)     Proposal No. 3 — To consider and vote upon a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission — we refer to this proposal as the “NTA amendment proposal”;

(4)     Proposal No. 4 — a proposal to approve and adopt the Combined Company’s 2023 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex D;

(5)     Proposal No. 5 — To consider and vote upon a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)     Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(7)     Proposal No. 7 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Nubia common stock at the close of business on [•], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

“amended and restated bylaws” are to the form of amended and restated bylaws of the Combined Company, attached as Annex C;

“ASC” are to the Accounting Standards Codification;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to the date on which the Transactions are consummated;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

“Combined Company” are to the new public entity following the consummation of the Transactions, the name of which shall be Solidion Technology, Inc.;

“Combined Company Board” are to the board of directors of the Combined Company;

“Combined Company’s Common Stock” are to shares of common stock, par value $0.0001 per share, of the Combined Company;

“Combined Company Warrants” are to all issued and outstanding warrants to purchase shares of the Combined Company’s Common Stock immediately following the Closing of the Merger;

“common stock” are to Nubia’s Class A common stock and Nubia’s Class B common stock;

“Company Lock-Up Agreement” are to the Company Lock-Up Agreement, dated as of February 16, 2023, by and among Nubia and certain other parties thereto;

“Company Support Agreement” are to the Company Support Agreement, dated as of February 16, 2023, by and among Nubia and certain other parties thereto;

“completion window” are to the period following the completion of Nubia’s IPO at the end of which, if Nubia has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted tax and working capital withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on August 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation);

“current bylaws” are to Nubia’s bylaws in effect as of the date of this proxy statement;

“current certificate of incorporation” are to Nubia’s amended and restated certificate of incorporation in effect as of the date of this proxy statement;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Effective Time” are to the date and time that the Merger becomes effective;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“FASB” are to the Financial Accounting Standards Board;

“founder shares” are to shares of Nubia’s Class B common stock and Nubia’s Class A common stock issued upon the automatic conversion thereof at the time of Nubia’s initial business combination. The founder shares are held of record by the Sponsor as of the record date;

“GAAP” are to accounting principles generally accepted in the United States of America;

“G3” or “Parent” are to Global Graphene Group, Inc., a Delaware corporation and the parent of HBC;

“G3 Tax Lien Amount” means Two Million Dollars ($2,000,000) plus any additional interest or penalties incurred prior to the Closing in respect of the G3 Tax Lien.

“G3 Tax Lien” means the federal tax lien filed against G3 in the Montgomery County Recorder’s Office on October 21, 2020.

“GWh” means giga-watt hours;

“HBC” are to Honeycomb Battery Company, an Ohio corporation;

“HBC Shareholders” are to (i) G3, as the holder of 1,000 shares of HBC common stock issued and outstanding currently and at all times prior to the Effective Time, and (ii) Arbor Lake, as the holder of 25.6410256 shares of HBC common stock issued and outstanding currently and at all times prior to the Effective Time;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Holdback Shares” means shares of Combined Company common stock issuable to the HBC Shareholders as part of the Merger Consideration at or following Closing depending on whether the G3 Tax Lien is released prior to or following Closing, the number of which shares shall be equal to the quotient of (a) G3 Tax Lien Amount divided by (b) Ten Dollars ($10.00), and the maximum number of which, assuming no additional interest or penalties on the G3 Tax Lien, will be 200,000 shares;

“Honeycomb” are, prior to the Restructuring (as defined below), to the battery group of G3 together with its consolidated subsidiaries, and after the Restructuring, to the Combined Company together with its consolidated subsidiaries;

“Incentive Plan” are to the Combined Company’s 2023 Stock Incentive Plan;

“Insiders” are to Jaymes Winters, Vlad Prantsevich, David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, and Yvonne Brown;

“MT” means metric tons;

“Merger” are to the merger of Merger Sub and HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia;

“Merger Agreement” are to that certain Merger Agreement, dated as of February 16, 2023, by and among Nubia, HBC and Merger Sub, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the aggregate consideration to be paid to the HBC Shareholders, which will consist of 70,000,000 shares of the Combined Company’s common stock to be paid to the HBC Shareholders at Closing (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) and (ii) up to an additional 22,500,000 shares of the Combined Company’s common stock issuable to the HBC Shareholders as earn-out shares.

“Nasdaq” are to The Nasdaq Stock Market LLC;

“Nubia” are to Nubia Brand International Corp., a Delaware Corporation;

“Nubia IPO” are to the initial public offering by Nubia which closed on March 15, 2022;

“Nubia’s Class A common stock” are, prior to consummation of the Transactions, to Nubia’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Combined Company’s Common Stock;

“Nubia’s Class B common stock” are to Nubia’s Class B common stock, par value $0.0001 per share;

“private placement warrants” are to Nubia’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Nubia IPO;

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

“public shares” are to shares of Nubia’s Class A common stock sold as part of the units in the Nubia IPO (whether they were purchased in the Nubia IPO or thereafter in the open market);

“public stockholders” are to the holders of Nubia’s public shares, including the Sponsor and Nubia’s officers and directors to the extent the Sponsor and Nubia’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“public warrants” are to Nubia’s warrants sold as part of the units in the Nubia IPO (whether they were purchased in the Nubia IPO or thereafter in the open market);

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsor” are to Mach FM Acquisitions LLC, a Delaware limited liability company;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“trust account” are to the trust account of Nubia that holds the proceeds from the Nubia IPO;

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by Nubia,” and

“warrants” are to the public warrants and the private placement warrants.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Nubia stockholders. Stockholders are urged to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

Q.     Why am I receiving this proxy statement?

A.     Nubia and HBC have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and Nubia encourages its stockholders to read it in its entirety. Nubia’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, which, among other things, includes provisions for the Merger of Merger Sub with and into HBC, with HBC surviving such merger as a wholly owned subsidiary of Nubia. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q.     When and where is the Special Meeting?

A.     The special meeting will be held via live webcast on [•], 2023 at [•] a.m. Eastern Time. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

Q.     What are the proposals on which I am being asked to vote at the special meeting?

A.     The stockholders of Nubia will be asked to consider and vote on the following proposals at the special meeting:

1.       a proposal to approve the business combination described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

2.       a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

3.       a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Please see the section entitled “Proposal No. — The NTA Amendment Proposal”;

4.       a proposal to approve and adopt the Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

5.       a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

6.       a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

7.       a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

Nubia will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Q.     Why is Nubia proposing the business combination?

A.     Nubia was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On March 15, 2022, Nubia completed its initial public offering of units, with each unit consisting of one share of its Nubia’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of Nubia’s Class A common stock at a price of $11.50, raising total gross proceeds of approximately $123,500,000. As of [•], 2023, the record date for the special meeting, there was approximately $[•] held in the trust account. Since the Nubia IPO, Nubia’s activity has been limited to the evaluation of business combination candidates.

Honeycomb is in the business of the development and commercialization of battery materials, components, cells and selected module/pack technologies. The Nubia Board conducted extensive due diligence on Honeycomb’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The Nubia Board considered the results of the diligence review. As a result, Nubia believes that a business combination with Honeycomb will provide Nubia stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Nubia Board of Directors’ Reasons for Approval of the Transactions.”

Q.     Why is Nubia providing stockholders with the opportunity to vote on the business combination?

A.     Under our current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

Q.     What will happen in the business combination?

A.     Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Nubia will acquire Honeycomb in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the closing of the business combination contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into HBC, with HBC surviving the Merger as a wholly owned subsidiary of Nubia.

Q.     Following the business combination, will the Combined Company’s securities continue to trade on a stock exchange?

A.     Yes. We have applied to have the Combined Company’s Common Stock and public warrants listed on Nasdaq. In connection with the business combination, Nubia will change its name to Solidion Technology, Inc. and upon the Closing, we expect that and the Combined Company’s Common Stock and warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively. As a result, Nubia’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Q.     How will the business combination impact the shares of Nubia outstanding after the business combination?

A.     Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own all of the issued and outstanding shares of HBC and are currently, and will be at all times prior to the Effective Time, the only shareholders of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

Q.     Will the management of Honeycomb change in the business combination?

A.     We anticipate that Jaymes Winters, the CEO of Nubia, Vlad Prantsevich, the CFO of Nubia, and Davey Thomas will respectively be appointed Chief Executive Officer, Chief Financial Officer and Vice President of Power Systems of the Combined Company at Closing. Dr. Bor Jang will be appointed Executive Chairman and Chief Science Officer. In addition, following the Closing, the Combined Company’s board of directors will include seven directors, five of whom will be nominated by HBC and two of whom will be nominated by Nubia. At least four of the seven directors are expected to be independent such that a majority of the board of directors is independent. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Q.     What equity stake will current Nubia stockholders and HBC shareholders hold in the Combined Company immediately after the consummation of the Transactions?

A.     As of the date of this proxy statement, there are (i) 7,130,617 shares of common stock issued and outstanding, which includes the 3,087,500 founder shares held by the Sponsor, the 3,919,617 public shares, and the 123,500 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, and (ii) 11,580,000 warrants issued and outstanding, which includes the 5,405,000 private placement warrants held by the Sponsor and the 6,175,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Nubia’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement (without giving effect to the Transactions) the Nubia fully diluted share capital would be 18,710,617 common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      Consists of (i) 68,250,000 shares to be held by G3 and (ii) 1,750,000 shares to be held by Arbor Lake. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to all shares owned by G3 (the “G3 Shares”). Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(2)      Does not include shares subject to the earn out.

(3)      Does not includes warrants of 11,580,000.

(4)      Assumes all 3,919,617 shares held by the Nubia public stockholders are redeemed.

(5)      After giving effect for the June 14, 2023 redemption.

(6)      Assumes the G3 Tax Lien is released prior to Closing and the Holdback Shares are issued at Closing.

See the subsection entitled “Summary of the Proxy Statement — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Merger Agreement, including the expiration or termination of the applicable waiting period under the HSR Act, and the approval by the stockholders of Nubia of the business combination proposal, the Nasdaq proposal, the charter proposal, the incentive plan proposal and the director proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

Q.     What happens if I sell my shares of Nubia’s Class A common stock before the special meeting?

A.     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Nubia’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Nubia’s Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Nubia’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q.     What constitutes a quorum at the special meeting?

A.      A majority of the voting power of all issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, 3,565,309 shares of our common stock would be required to be present at the special meeting to achieve a quorum.

Nubia’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Q.     What vote is required to approve the proposals presented at the special meeting?

A.     The approval of each of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would not need any of the 3,919,617 public shares to be voted in favor of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal in order to have such proposals approved (assuming that the initial stockholders do not purchase any units or shares in the open-market). Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal and the NTA amendment proposal each require the affirmative vote of holders of at least sixty-five percent (65%) of all of Nubia’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of Nubia’s Class A common stock, or 1,959,809 public shares, voting as a separate class. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would need only 1,423,901, or 36.3%, of the 3,919,617 public shares to be voted in favor of the charter proposal and the NTA amendment proposal in order to have such proposals approved (assuming that the initial stockholders do not purchase any units or shares in the open-market).

Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Nubia’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Nubia stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Q.     How many votes do I have at the special meeting?

A.     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of [•], 2023, the record date for the special meeting. As of the close of business on the record date, there were [•] outstanding shares of our common stock.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Nubia redeem such shares for a pro rata portion of the cash held in Nubia’s trust account. Nubia sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

If the NTA Amendment Proposal is not approved, the business combination may be consummated only if Nubia has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash in accordance with Nubia’s current certificate of incorporation.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Nubia redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to Nubia’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $[•] or $[•] per share, as of [•], 2023, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Nubia’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to Nubia’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Nubia’s transfer agent return the shares (physically or electronically). You may make such request by contacting Nubia’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Nubia’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if the business combination is consummated, Nubia will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Nubia common stock for cash.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder or Non-U.S. Holder elects to redeem its holdings of Nubia’s Class A common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of Nubia’s Class A common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder or Non-U.S. Holder at the time such holder exercises his, her, or its redemption rights. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder or Non-U.S. Holder electing to redeem its holdings of Nubia’s Class A common stock for cash.

Q.     What are the U.S. federal income tax consequences of the Merger?

A.     For U.S. federal income tax purposes, it is expected that the Merger will qualify as either (a) a tax-deferred reorganization within the meaning of Section 368(a) of the Code or (b) a tax-deferred contribution described in Section 351(a) of the Code. However, if certain requirements are not satisfied, the Merger would be treated, for U.S. federal income tax purposes, as a taxable exchange by the shareholders of HBC common stock for Nubia’s Class A common stock. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the U.S. federal income tax consequences of the Merger.

Q.     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?

A.     The Public Warrants are identical to the Private Placement Warrants. The Sponsor agreed not to transfer, assign or sell any of the Private Placement Warrants, including the common stock issuable upon exercise of such warrants (except to certain permitted transferees) until 30 days after the Closing.

Following the Closing, the Combined Company may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you. The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of Nubia Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the Public Warrants become redeemable by the Combined Company, it may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Combined Company may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

If a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days from the consummation of Nubia’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Combined Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

Historical trading prices for shares of Nubia Common Stock have varied between a low of approximately $9.94 per share on May 18, 2022 to a high of approximately $11.61 per share on June 14, 2023 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that, after the Transactions, the Combined Company elects to redeem all of the redeemable warrants as described above, the Combined Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement dated March 10, 2022, between Nubia and Continental Stock Transfer & Trust Company, as warrant agent, shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to DTC. Please see “Risk Factors — Even if Nubia consummates the Business Combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless” and “Risk Factors — Nubia may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants” for more information.

Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither Nubia stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of Nubia Stockholders — Appraisal Rights.”

Q.     What happens to the funds deposited in the trust account after consummation of the business combination?

A.     The net proceeds of the Nubia IPO and the concurrent private placement, a total of $125,970,000, were placed in the trust account immediately following the Nubia IPO. As of [•], 2023, the record date for the special meeting, there was approximately $[•] held in the trust account. After consummation of the business combination, the

funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $4,322,500 as deferred underwriting commissions) and to fund the Merger Consideration.

Q:     Will Nubia enter into any financing arrangements in connection with the Business Combination?

A:     Yes. Pursuant to the Merger Agreement, Nubia and HBC agreed to in good faith endeavor to execute committed subscription agreements with investors relating to a purchase of Nubia’s Class A common stock through a private placement for an amount no less than $70,000,000 within thirty (30) days following the Closing. As of the date of this proxy statement, Nubia and Honeycomb have not entered into any agreements relating to transaction financing for the proposed Merger. Assuming the maximum redemption of 3.9 million public shares at $10.56 per share, for aggregate payment of approximately $41.4 million from the trust account, we believe that our cash on hand following the consummation of the Merger will be sufficient to meet the Combined Company’s working capital and capital expenditure requirements through at least August 15, 2023, as we work towards commercialization. In this scenario, there will be a potential cash shortfall if the Combined Company does not receive additional funding by August 15, 2023. As a result, we expect to need to access the commercial equipment lease and debt and equity capital markets to obtain additional financing, as well as pursue credit facilities provided under the Inflation Reduction Act of 2022, which is customary for a manufacturer engaged producing battery related materials and components. The management teams of Nubia and Honeycomb are continuing to analyze the available financing options based on cost, amount available under the facility and future effects that any financing would have on the capitalization of the Combined Company. Nubia, Nubia’s sponsor, Honeycomb and their affiliates have no prior relationships with any of the potential financing sources being considered in connection with the Merger.

Q.     What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A.     Nubia’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q.     What happens if the business combination is not consummated?

A.     If Nubia does not complete the business combination with Honeycomb for whatever reason, Nubia would search for another target business with which to complete a business combination. If Nubia does not complete a business combination with Honeycomb or another target business by August 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation), Nubia must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor and the Insiders have no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Nubia’s outstanding warrants. Accordingly, the warrants will be worthless. On March 13, 2023, in accordance with the current certificate of incorporation, Nubia contributed an aggregate of $1,235,000 (or $0.10 per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March 15, 2023 to June 15, 2023. On June 14, 2023, Nubia held a special meeting of stockholders (the “Extension Special Meeting”), at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “First Charter Amendment”) to allow Nubia to extend the date by which Nubia must consummate a business combination from June 15, 2023 (the date that is 15 months from the closing date of the Nubia IPO) to December 15, 2023 (the date that is 21 months from the closing date of the Nubia IPO) (the “Amended Date”) by depositing the lesser of (a) $125,000 and (b) $0.045 per share per month for each one-month extension. Nubia’s stockholders elected to redeem an aggregate of 8,430,383 public shares, or 68.26% of the outstanding 12,350,000 public shares, in connection with the Extension Special Meeting. The redemption price was approximately $10.56 per share and amounted to a total of $89,038,493. As of June 12, 2023, after giving effect to the redemptions, there was $41,397,501 remaining in the Company’s trust account. On June 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to July 15, 2023 in accordance with the First Charter Amendment. On July 15, 2023, the Company

deposited $125,000 into the trust account to extend the business combination period to August 15, 2023 in accordance with the First Charter Amendment. As of [•], 2023, the record date for the special meeting, there was approximately $[•] held in the trust account.

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Nubia’s common stock as of the record date. The Sponsor and the Insiders have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions. The Sponsor and Insiders may have interests in the Transactions that may conflict with your interests as a stockholder, see the sections entitled “Summary of the Proxy statement — Interests of Certain Persons in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Q.     When do you expect the business combination to be completed?

A.     It is currently anticipated that the business combination will be consummated promptly following the Nubia special meeting which is set for [•], 2023, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Transactions.”

Q.     What do I need to do now?

A.     Nubia urges you to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Nubia. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Q.     How do I vote?

A.     The special meeting will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of Nubia common stock on [•], 2023, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

Q.      If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.      No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q.     How will a broker non-vote impact the results of each proposal?

A.     Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Stockholders of record may send a later-dated, signed proxy card to Nubia’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Nubia’s transfer agent, which must be received prior to the vote at the special meeting.

Q.     What happens if I fail to take any action with respect to the special meeting?

A.     If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q.     What should I do if I receive more than one set of voting materials?

A.     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Nubia shares.

Q.     Who can help answer my questions?

A.     If you have questions about the Transactions or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Nubia Brand International Corp.
13355 Noel Rd, Suite 1100
Dallas, TX 75240
Tel: (972) 918-5120

or:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Tel: 866-894-0536 (toll-free)

Email: ksmith@advantageproxy.com

To obtain timely delivery, our stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about Nubia from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to Nubia’s transfer agent at the address below prior to the vote at the special meeting. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Redemption Rights.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
(212) 509-4000

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that express Nubia’s and Honeycomb’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Honeycomb operates. Such forward-looking statements are based on available current market material and Nubia’s and Honeycomb’s current expectations, beliefs and forecasts concerning future developments and their potential effects on the Transactions, Honeycomb and Nubia. Factors that may impact such forward-looking statements include:

•        changes in domestic and foreign business, market, financial, political and legal conditions;

•        the inability of the parties to successfully or timely consummate the proposed transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Combined Company or the expected benefits of the proposed transactions or that the approval of the shareholders of Nubia or HBC is not obtained;

•        the outcome of any legal proceedings that may be instituted against Honeycomb or Nubia following announcement of the proposed transactions;

•        failure to realize the anticipated benefits of the proposed transactions;

•        risks relating to the uncertainty of the projected financial information with respect to Honeycomb;

•        risks related to the performance of Honeycomb’s batteries;

•        the extent to which OEMs may elect to pursue other battery cell technologies;

•        risks related to the safety of Honeycomb’s high-capacity anode and high-energy solid-state battery technology, for which only preliminary safety testing has occurred and for which additional and extensive safety testing will need to occur prior to being installed in electric vehicles;

•        risks related to any substantial increases in the prices for Honeycomb’s raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply;

•        consumers’ willingness to adopt electric vehicles;

•        risks related to Honeycomb being an early-stage company with a history of financial losses that expects to incur significant expenses and continuing losses for the foreseeable future;

•        the possibility that Honeycomb may require additional capital to support business growth, and that this capital might not be available on commercially reasonable terms or at all;

•        Honeycomb’s heavy reliance on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how, and its ability to protect and maintain access to these intellectual property rights;

•        risks related to the intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling of Honeycomb’s technology and its website, systems, and data it maintains;

•        the amount of redemption requests made by Nubia’s public stockholders;

•        the ability of Nubia or the Combined Company to issue equity or equity-linked securities in connection with the proposed transactions or in the future;

•        the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

•        the impact of the global COVID-19 pandemic on Honeycomb, Nubia, the Combined Company’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and

•        other factors disclosed in this proxy statement

There can be no assurance that future developments affecting Nubia and/or Honeycomb will be those that Nubia or Honeycomb has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either Nubia’s or Honeycomb’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nubia and Honeycomb will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a stockholder grants its proxy or instructs how its vote should be cast or votes on the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect Nubia and Honeycomb.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The following risk factors apply to the business and operations of Honeycomb and will also apply to the business and operations of the Combined Company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Nubia or Honeycomb may face additional risks and uncertainties that are not presently known to us or Honeycomb, or that we or Honeycomb currently deem immaterial, which may also impair our or Honeycomb’s business or financial condition.

Risks Related to Honeycomb’s Business and Operations Following the Business Combination

The following discussion should be read in conjunction with the financial statements of Honeycomb and notes to the financial statements included herein. Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to Honeycomb.

Risks Related to Development and Commercialization

If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.

Our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. Our batteries are inherently complex and incorporate technology and components that have not been used for certain applications and that may contain defects and errors, particularly when first introduced to such applications. Although our batteries undergo quality control testing prior to release for shipment, there can be no assurance that we will be able to detect and fix all defects prior to shipment, and nonconformances, defects or errors could occur or be present in batteries that we release for shipment to customers. If our batteries fail to perform as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, prospects and results of operations.

Our battery architecture is different from our peers’ and may behave differently in customer use applications, certain applications of which we have not yet evaluated. This could limit our ability to deliver to certain applications. In addition, our historical data on the performance and reliability of our batteries is limited, and therefore our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market. Further, the structure of our battery is different from traditional lithium-ion batteries and therefore our batteries could be susceptible to different and unknown failure modes leading our batteries to fail and cause a safety event in the field. Such an event could result in the failure of our end customers’ product as well as the loss of life or property, resulting in severe financial penalties for us, including the loss of revenue, cancelation of supply contracts and the inability to win new business due to reputational damage in the market. In addition, consistent with industry norms, we would anticipate that when we enter into agreements to supply our battery products to end product manufacturers, that the terms of these agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.

OEMs may elect to pursue other battery cell technologies, which likely would impair our revenue generating ability.

OEMs are motivated to develop and commercialize improved battery cell technologies. To that end, OEMs partners have invested, and are likely to continue to invest in the future, in their own development efforts and, in certain cases, in joint development agreements with our current and future competitors. If other technology is developed more rapidly than our high-capacity anode and high-energy solid-state battery technology, or if

such competing technologies are determined to be more efficient or effective than our high-capacity anode and high-energy solid-state battery technology, our partners may elect to adopt and install a competitor’s technology or products over ours, which could materially impact our business, financial results, and prospects.

We have only conducted preliminary safety testing on our high-capacity anode and high-energy solid-state battery technology, and our technology will require additional and extensive safety testing prior to being installed in electric vehicles.

To achieve acceptance by automotive OEMs, our anticipated commercial-sized our high-capacity anode and high-energy solid-state battery technology will have to undergo extensive safety testing. We cannot assure you such tests will be successful, and we may identify different or new safety issues in our development or the commercial cells that have not been present in our prototype cells. If we have to make design changes to address any safety issues, we may have to delay or suspend commercialization, which could materially damage our business, prospects, financial condition, operating results and brand. For more information, see “Information about Honeycomb — Government Regulation and Compliance.”

We rely on complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We rely heavily on complex equipment for our operations and the production of our high-capacity anode and high-energy solid-state battery technology. The work required to integrate this equipment into the production of our high-capacity anode and high-energy solid-state battery technology is time intensive and requires us to work closely with the equipment providers to ensure that it works properly with our proprietary technology. This integration involves a degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to our high-capacity anode and high-energy solid-state battery technology.

Our current manufacturing facilities require, and we expect our future manufacturing facilities will require, large-scale machinery and equipment. Such machinery and equipment may unexpectedly malfunction and require repairs and spare parts to resume operations, which may not be available when needed. In addition, because this equipment has historically not been used to build our high-capacity anode and high-energy solid-state batteries, the operational performance and costs associated with this equipment is difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our products in a timely manner and at prices and volumes acceptable to us, environmental hazards and associated costs of remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters.

Problems with our manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, in some cases operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. Any of these operational problems, or a combination of them could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected.

From time to time, we may license from third parties technologies that have not been commercialized or which have been commercialized only to a limited extent. These technologies may not perform as expected within our high-capacity anode and high-energy solid-state batteries and related products. If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets, our projected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely affected.

We may be unsuccessful in transitioning certain services from G3 to us.

In connection with the business combination, we are transitioning certain administrative services and other functions from G3 to us. We may be unsuccessful in implementing this transition and performing these functions on our own, or engaging third parties to provide such services and may pay more for such services than we paid prior to the Restructuring. We could also suffer disruptions to our operations as we make the transition, which could delay the scale up our manufacturing capacity and have an adverse effect on our business, financial condition and results of operations.

Substantial increases in the prices for our raw materials and components, some of which are obtained from a limited number of sources where demand may exceed supply, could materially and adversely affect our business.

We rely on third-party suppliers for components and equipment necessary to develop our high-capacity anode and high-energy solid-state battery technology. We face risks relating to the availability of these materials and components, including that we will be subject to demand shortages and supply chain challenges and generally may not have sufficient purchasing power to eliminate the risk of price increases for the raw materials and tools we need. To the extent that we are unable to enter into commercial agreements with our current suppliers or our replacement suppliers on favorable terms, or these suppliers experience difficulties meeting our requirements, the development and commercial progression of our high-capacity anode and high-energy solid-state battery technology and related technologies may be delayed.

Separately, we may become subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial costs to comply with these requirements, which may include locating new suppliers if certain issues are discovered. We may not be able to find any new suppliers for certain raw materials or components required for our operations, or such suppliers may be unwilling or unable to provide us with products.

Any disruption in the supply of components, equipment or materials could temporarily disrupt research and development activities or production of our high-capacity anode and high-energy solid-state battery technology until an alternative supplier is able to supply the required material. Changes in business conditions, unforeseen circumstances, governmental changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components or equipment to us on a timely basis. Any of the foregoing could materially and adversely affect our results of operations, financial condition and prospects.

Currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit our ability to obtain key components or equipment for our high-capacity anode and high-energy solid-state battery technology or significantly increase freight charges, raw material costs and other expenses associated with our business, which could further materially and adversely affect our results of operations, financial condition and prospects.

We may be unable to adequately control the costs associated with our operations and the components necessary to build our high-capacity anode and high-energy solid-state batteries, and, if we are unable to control these costs and achieve cost advantages in our production of our high-capacity anode and high-energy solid-state batteries at scale, our business will be adversely affected.

We require significant capital to develop our high-capacity anode and high-energy solid-state battery technology and expect to incur significant expenses, including those relating to research and development, raw material procurement, leases, sales and distribution as we build our brand and market our technologies, and general and administrative costs as we scale our operations. Our ability to become profitable in the future will not only depend on our ability to successfully develop and market our high-capacity anode and high-energy solid-state battery technology, but also to control our costs. If we are unable to efficiently design, appropriately price, sell and distribute our high-capacity anode and high-energy solid-state battery technology, our anticipated margins, profitability and prospects would be materially and adversely affected.

If we are unable to attract and retain key employees and qualified personnel, our ability to compete could be harmed.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become more well known, there is increased risk that competitors or other companies will seek to hire our personnel. Our success also depends on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could seriously harm our business and prospects.

In addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers, who would be difficult to replace. Further, our Executive Chairman and Chief Science Officer will continue to be employed by G3 following the closing of the business combination, and his time and attention may be diverted from the Combined Company’s business, which may have an impact on our business. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business, financial condition, results of operations and prospects could be adversely affected.

Our insurance coverage may not be adequate to protect us from all business risks.

We may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage. As a general matter, the policies that we do have may include significant deductibles, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our financial condition and operating results. Furthermore, although we plan to obtain and maintain insurance for damage to our property and the disruption of our business, this insurance may be challenging to obtain and maintain on terms acceptable to us and may not be sufficient to cover all of our potential losses.

Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events, including fire and explosions.

We currently conduct our operations in two facilities in Dayton, Ohio. Our current and future development and manufacturing facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, health pandemics and epidemics such as the ongoing COVID-19 pandemic, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, explosions, floods, cyber-attacks (including ransomware attacks), typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to conduct our research and development activities as and on the timeline currently contemplated.

We may in the future be adversely affected by health crises and pandemics, such as the recent global COVID-19 pandemic.

We face various risks related to epidemics, pandemics, and other outbreaks, including the recent COVID-19 pandemic and/or any other pandemic. The impact of events like the recent COVID-19 pandemic, such as changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, might create significant volatility in the global economy and lead to reduced economic activity. A pandemic might also impact our potential customers and our suppliers by disrupting the manufacturing, delivery and overall supply chain of battery cell, electric vehicle and equipment manufacturers and suppliers.

The COVID-19 pandemic resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns, and a future health crisis or pandemic may result in similar or more significant measures. These measures may adversely impact our employees, research and development activities and operations and the operations of our customers, suppliers, vendors and business partners. In addition, various aspects of our business cannot be conducted remotely, including many aspects of the research and development and manufacturing of our high-capacity anode and high-energy solid-state battery technology. These measures, to the extent imposed by government authorities, may remain in place for a significant period of time and they may adversely affect our future research and development, manufacturing and building plans, business and results of operations. We may take further actions as may be required by government authorities or that we determine are in the best interests of our customers, employees, suppliers, vendors and business partners.

The extent to which the health crises and pandemics impact our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the health crisis or pandemic, its severity, the actions to contain any relevant virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. Even after a health crisis or pandemic subsides, we may continue to experience an adverse impact to our business as a result of the global economic impact, including any recession that may occur in the future. Our business may be adversely affected if a health crisis or pandemic emerges and/or persists as a severe worldwide health crisis, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Risks Related to Industry and Market Trends

The battery cell market continues to evolve and is highly competitive, and we may not be successful in competing in this market or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.

The battery cell market in which we compete continues to evolve and is highly competitive. To date, we have focused our efforts on our high-capacity anode and high-energy solid-state battery technology, a promising alternative to conventional lithium-ion battery cell technology. However, lithium-ion battery cell technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, traditional lithium-ion battery cell manufacturers may continue to reduce cost and expand supply of conventional batteries and, therefore, reduce the prospects for our business or negatively impact the ability for us to sell our products at a market-competitive price and yet at sufficient margins.

Many automotive OEMs are researching and investing in solid-state battery cell efforts and, in some cases, in battery cell development and production. We do not have exclusive relationships with any OEM to provide their future battery cell technologies, and it is possible that the investments made by these OEMs might result in technological advances earlier than, or superior in certain respect to, the high-capacity anode and high-energy solid-state battery technology we are developing. There are a number of companies seeking to develop alternative approaches to high-capacity anodes and solid-state battery cells. We expect competition in battery cell technology and electric vehicles to intensify due to increased demand for these vehicles and a regulatory push for electric vehicles, continuing globalization, and consolidation in the worldwide automotive industry. As new companies and larger, existing vehicle and battery cell manufacturers enter the high-capacity anode and solid-state battery cell space, we may lose any perceived or actual technological advantage we may have in the marketplace and suffer a decline in our position in the market.

Furthermore, the battery cell industry also competes with other emerging or evolving technologies, such as natural gas, advanced diesel and hydrogen-based fuel cell powered vehicles. Developments in alternative technologies or improvements in batteries technology made by competitors may materially adversely affect the sales, pricing and gross margins of our products. As technologies change, we will attempt to upgrade or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete, or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to effectively compete. If we are unable to keep up with competitive developments, including if such

technologies achieve lower prices or enjoy greater policy support than the lithium-ion battery cell industry, our competitive position and growth prospects may be harmed. Similarly, if we fail to accurately predict and ensure that our high-capacity anode and high-energy solid-state battery technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our high-capacity anode and high-energy solid-state battery technology, our business will be harmed.

We must continue to commit significant resources to develop our high-capacity anode and high-energy solid-state battery technology in order to establish a competitive position, and these commitments must be made without knowing whether our investments will result in products potential customers will accept. There is no assurance we will successfully identify new customer requirements, develop and bring our high-capacity anode and high-energy solid-state battery technology to market on a timely basis, or that products and technologies developed by others will not render our high-capacity anode and high-energy solid-state battery technology obsolete or noncompetitive, any of which would adversely affect our business and operating results.

We expect that automotive OEMs and top tier battery cell suppliers will be less likely to license our high-capacity anode and high-energy solid-state battery technology if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must instill and maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as:

•        our limited operating history;

•        market unfamiliarity with our products;

•        delays in or impediments to completing or achieving our research and development goals;

•        unexpected costs that automotive OEM and top tier cell partners may be required to incur to scale manufacturing, delivery and service operations to meet demand for electric vehicles containing our technologies or products;

•        competition and uncertainty regarding the future of electric vehicles;

•        the development and adoption of competing technologies that are less expensive and/or more effective than our products; and

•        our eventual production and sales performance compared with market expectations.

Our future growth and success are dependent upon consumers’ willingness to adopt electric vehicles.

Our growth and future demand for our products is highly dependent upon the adoption by consumers of alternative fuel vehicles in general and electric vehicles in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. If the market for electric vehicles in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.

We may not succeed in attracting customers during the development stage or for high volume commercial production, and our future growth and success depend on our ability to attract customers.

We may not succeed in attracting customers during our development stage or for high volume commercial production. Customers may be wary of unproven products or not be inclined to work with less established businesses. In addition, if we are unable to attract new customers in need of high-volume commercial production of our products, our business will be harmed.

Automotive OEMs are often large enterprises. Therefore, our future success will depend on our or our partners’ ability to effectively sell our products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include,

but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our products.

Automotive OEMs that are large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

We may not be able to accurately estimate the future supply and demand for our high-capacity anode and high-energy solid-state battery technology, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for our high-capacity anode and high-energy solid-state battery technology or our ability to develop, manufacture, and deliver such products, or our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of our high-capacity anode and high-energy solid-state battery technology to our potential customers could be delayed, which would harm our business, financial condition and operating results.

Risks Related to Limited Operating History

Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital requirements of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial position could be materially affected. The projected financial information appearing elsewhere in these materials was prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

The Company’s operating and financial forecasts may not prove accurate.

This proxy statement contains financial projections that were provided to Honeycomb. The financial projections are based on Honeycomb’s estimates and assumptions as of the dates on which they were prepared concerning various factors that are subject to significant risks and uncertainties, many of which are beyond Honeycomb’s and Nubia’s control.

No guaranty can be given that the financial projections will correspond with the results actually achieved in the future because there is no assurance that actual events will correspond with the assumptions made by Honeycomb. For example, the financial projections make certain assumptions as to demand for Honeycomb’s products and available capital. Inevitably, Honeycomb’s actual future operations and financial condition will differ from those projected, and the actual future events and conditions will differ from those assumed by Honeycomb and set forth in the financial projections. Such differences may be material and adverse. Actual operating results may be affected by many factors, including, but not limited to, increased costs or lower than anticipated revenues, availability of capital or otherwise.

For further information, see the section entitled “Proposal 1 — The Business Combination Proposal — Honeycomb’s Financial Projections.” Accordingly, the Combined Company’s future financial condition and results of operations may differ materially from the financial projections. The Combined Company’s failure to achieve our projected results could harm the trading price of Nubia Common Stock and Nubia Warrants and its financial position following the completion of the Business Combination. Neither Nubia nor Honeycomb have any duty to update the financial projections included in this proxy statement.

We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.

We incurred a net loss of approximately $3.5 million for the year ended December 31, 2021, approximately $3.9 million for the year ended December 31, 2022 and approximately $1.4 million for the three months ended March 31, 2023. We believe that we will continue to incur operating and net losses each quarter until the time significant production of our high-capacity anode and high-energy solid-state battery technology begins.

We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our high-capacity anode and high-energy solid-state battery technology; expand our research and development activities; invest in additional research and development and manufacturing capabilities; build up inventories of raw materials and other components; commence sales and marketing activities; develop our distribution infrastructure; and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

Our history of recurring losses and anticipated expenditures raise substantial doubts about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

We have incurred operating losses to-date and it is possible we will never generate profit. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing. There can be no assurance that we will be successful in these efforts. Our unaudited condensed financial statements included elsewhere in this proxy statement have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis.

If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the

values reflected in our financial statements. Our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.

We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. There is substantial doubt as to our ability to continue as a going concern.

We may need additional capital before we commence generating revenues, and it may not be available on acceptable terms, if at all. For example, our capital budget assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein. Based on our current plans, we expect that following the consummation of the business combination, and assuming no public shares are redeemed, we expect our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements through December 31, 2023. However, assuming the maximum redemption of 3.92 million public shares at $10.56 per share, for aggregate payment of approximately $41.4 million from the trust account, we believe that our cash on hand following the consummation of the business combination will be sufficient to meet our working capital and capital expenditure requirements through at least August 15, 2023, as we work towards commercialization and, as a result in this scenario, we expect to need to access the commercial equipment lease and debt and equity capital markets to obtain additional financing, as well as pursue credit facilities provided under the Inflation Reduction Act of 2022, which is customary for a manufacturer engaged producing battery related materials and components. Please see the sections titled “Information About Honeycomb — Manufacturing and Supply — Liquidity Constraints” and “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

In addition, as discussed in the Summary of Significant Accounting Policies note to the Battery Group of Global Graphene Group, Inc. Combined Carved-Out audited financial statements contained elsewhere in this proxy statement, we have experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern. In their report for the year ended December 31, 2022, our auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on generating cash from operations, and the potential of obtaining additional debt or equity financing; however, there can be no assurance we will be successful in these efforts. This concern can be addressed by a business growth plan that includes commercialization of next-generation batteries, which can benefit from access to public capital markets.

More specifically, we expect our capital expenditures and working capital requirements to increase materially in the near future, as we accelerate our research and development efforts and scale up production operations with our partners. As we approach commercialization, we expect our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company.

As a result, we may need to access the debt and equity capital markets to obtain additional financing in the future. However, these sources of financing may not be available on acceptable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including:

•        market conditions;

•        the level of success we have experienced with our research and development programs;

•        our operating performance;

•        investor sentiment; and

•        our ability to incur additional debt in compliance with any agreements governing our then-outstanding debt.

These factors may make the timing, amount, terms or conditions of additional financings unattractive to us. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, references or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution. If we are unable to generate sufficient funds from operations or raise

additional capital, we may be forced to take actions to reduce our capital or operating expenditures, including by not seeking potential acquisition opportunities, eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, operating results, financial condition and prospects.

We may have potential business conflicts of interest with our Parent with respect to our past and ongoing relationships. We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

Conflicts of interest may arise with our Parent in a number of areas relating to our past and ongoing relationships, including labor, tax, employee benefit, indemnification and other matters arising from the Restructuring; intellectual property matters, including the Patent Assignment (as defined below); and employee recruiting and retention, including matters related to the dual employment arrangement of our Executive Chairman and Chief Science Officer with Honeycomb and our Parent. Following the Restructuring, certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in our Parent. Because of their current or former positions with our Parent, certain of our expected executive officers and directors, including our Executive Chairman and Chief Science Officer, own equity interests in our Parent. Continuing ownership of equity interests in our Parent could create, or appear to create, potential conflicts of interest if Honeycomb and our Parent face decisions that could have implications for both Honeycomb and our Parent.

If we fail to effectively manage our future growth, we may not be able to market and license the technology and know-how to manufacture or sell our high-capacity anode and high-energy solid-state battery technology successfully.

We intend to expand our operations significantly, with a view toward accelerating our research and development activities and positioning our company for potential commercialization of our technologies. In connection with these efforts, we anticipate hiring, retaining and training personnel, acquiring and installing equipment to support the commercialization process of our products, and implementing administrative infrastructure, systems and processes. That said, our management team will have considerable discretion in the application of the funds available to us following completion of the business combination. We may use these funds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the cash held at closing of the business combination in a manner that does not produce income or that loses value. If we cannot manage our growth effectively, including by controlling our expenditures for these initiatives to the greatest extent possible, our business could be harmed.

Most of our management does not have experience in operating a public company.

Most of our executive officers do not have experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the policies, practices or internal controls over financial reporting required of public companies in the United States. As a result, we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both of which might put us at a disadvantage relative to competitors.

We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our technologies and our business, revenues and prospects.

Our business and prospects depend on our ability to develop, maintain and strengthen our brand. If we are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. The automobile industry is intensely competitive, and we may not be successful in building, maintaining and strengthening our brand. Our current and potential competitors, including many battery cell manufacturers and automotive OEMs around the world, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results will be materially and adversely impacted.

Risks Related to Intellectual Property

We rely heavily on owned intellectual property, which includes patent rights, trade secrets, copyright, trademarks, and know-how. If we are unable to protect and maintain access to these intellectual property rights, our business and competitive position would be harmed.

We may not be able to prevent unauthorized use of our owned intellectual property, which could harm our business and competitive position. We rely on a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as contractual protections, to establish, maintain and enforce rights and competitive advantage in our proprietary technologies. Despite our efforts to protect our proprietary rights, third parties, including our business partners, may attempt to copy or otherwise obtain and use our intellectual property without our consent or may decline to license necessary intellectual property rights from us on terms favorable to our business. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could require involvement of the licensor, be time-consuming and expensive, and could divert management’s attention, all of which could harm our business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our proprietary technologies.

Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be impossible outside of the United States. Failure to adequately protect our owned intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage, a decrease in our revenue and reputational harm caused by inferior products offered by third parties, which would adversely affect our business, prospects, financial condition and operating results.

Our patent applications may not result in issued patents, which would result in the disclosures in those applications being available to the public. Also, our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with commercialization of our products.

Our patent portfolio includes many patent applications. Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to our products to our disadvantage. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology, any number of which could be considered prior art and prevent us from obtaining a patent. Any of our future or existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries may be subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

We have not performed exhaustive searches or analyses of the intellectual property landscape of the battery industry; therefore, we are unable to guarantee that our technology, or its ultimate integration into electric vehicle battery packs, does not infringe intellectual property rights of third parties. We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell, license, lease or market our products or technologies, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from third parties relating to whether we are infringing their intellectual property rights and/or seek court declarations that they do not infringe upon our intellectual property

rights. Companies holding patents or other intellectual property rights relating to batteries may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

•        cease selling, leasing, incorporating or using products that incorporate the challenged intellectual property;

•        pay substantial damages;

•        materially alter our research and development activities and proposed production processes;

•        obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or

•        redesign our battery cells at significant expense.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to continue to use the technology on reasonable terms, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not well-founded, could result in substantial costs, negative publicity, reputational harm and diversion of resources and management’s attention.

Risks Related to Finance and Accounting

Our expectations and targets regarding the times when we will achieve various technical, pre-production and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which if incorrect or flawed, could have a material adverse effect on our actual operating results and performance.

Our expectations and targets regarding the times when we will achieve various technical, pre-production and production objectives reflect our current expectations and estimates. Whether we will achieve these objectives when we expect depends on a number of factors, many of which are outside our control, including, but not limited to:

•        success and timing of our development activity and ability to develop our high-capacity anode and high-energy solid-state batteries that achieves our desired performance metrics and achieves the requisite automotive industry validations before our competitors;

•        unanticipated technical or manufacturing challenges or delays;

•        technological developments relating to lithium-ion, lithium-metal all-solid-state or other batteries that could adversely affect the commercial potential of our technologies;

•        the extent of consumer acceptance of electric vehicles generally, and those deploying our products, in particular;

•        competition, including from established and future competitors in the battery cell industry or from competing technologies such as hydrogen fuel cells that may be used to power electric vehicles;

•        whether we can obtain sufficient capital when required to sustain and grow our business, including through the acquisition and installation of equipment to support the commercialization process of our products and the operation and maintenance of our facilities;

•        our ability to manage our growth;

•        whether we can manage relationships with key suppliers and the availability of the raw materials we need to procure from them;

•        our ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and

•        the overall strength and stability of domestic and international economies.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, results of operations and financial results.

Incorrect estimates or assumptions by management in connection with the preparation of our financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenue or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenue and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over or understated, which could materially and adversely affect our business, financial condition and results of operations.

If we are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.

We will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) are significantly more stringent than those that were required of us as a privately held company. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

If we identify any material weaknesses in the future, any such identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, if we are unable to maintain compliance with securities law requirements regarding timely filing of periodic reports or applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result and we could become subject to litigation or investigations by the SEC or other regulatory authorities, which could require additional financial and management resources. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. The development and implementation of the standards

and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we have created, or will create, new Board committees and adopted, or will adopt, new internal controls and disclosure controls and procedures. In addition, we will incur expenses associated with SEC reporting requirements. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It will also be more expensive to obtain director and officer liability insurance. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to spend money that could otherwise be used on our research and development programs and to achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results.

We currently, and expect to continue to, benefit from certain government subsidies and economic incentives including tax credits, rebates and other incentives that support the development and adoption of clean energy technology. We cannot assure you that these subsidies and incentive programs will be available to us at the same or comparable levels in the future. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and renewable energy products or other reasons, may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all, and may result in the diminished competitiveness of the battery cell industry generally or our high-capacity anode and high-energy solid-state battery technology in particular. Any change in the level of subsidies and incentives from which we benefit could materially and adversely affect our business, prospects, financial condition and operating results.

Risks Related to Legal and Regulatory Compliance

We are subject to regulations regarding the storage and handling of various products. We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may become subject to product liability claims which could harm our business, prospects, operating results, and financial condition. We face inherent risk of exposure to claims in the event our high-capacity anode and high-energy solid-state battery technology does not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced given our high-capacity anode and high-energy solid-state battery technology is still in the development stage and have not yet been commercially tested or mass produced. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our technology and business and inhibit or prevent commercialization of our high-capacity anode and high-energy solid-state battery technology and future product candidates, which would have a material adverse effect on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under then-existing policies.

From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position.

We may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation.

We are subject to substantial regulation, and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results.

The sale of electric vehicles, and motor vehicles in general, is subject to substantial regulation under international, federal, state and local laws, including export control laws and other international trade regulations, which are continuously evolving as technology develops and becomes more widely adopted. We anticipate that our high-capacity anode and high-energy solid-state battery technology also would be subject to these regulations, and we expect to incur significant costs in complying with these regulations.

The U.S. government has made and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States, increasing scrutiny on foreign direct investment, and modifying export control laws applicable to certain technologies. In retaliation, other countries have implemented, and continue to evaluate, imposing additional trade controls on a wide range of American products and companies. The U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to source and procure the raw materials we need for our research and development activities and, in the future, to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners could result in a global economic slowdown and long-term changes to global trade. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes could be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

To the extent the laws change, our products may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

Internationally, there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with our ability to commercialize our products could have a negative and material impact on our business, prospects, financial condition and results of operations.

Our technology and our website, systems, and data we maintain may be subject to intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales. We may be required to expend significant resources to continue to modify or enhance our protective measures to detect, investigate and remediate vulnerabilities to security breaches and incidents. Any actual or alleged failure to comply with applicable cybersecurity or data privacy legislation or regulation could have a material adverse effect on our business, reputation, results of operations or financial condition.

We expect to face significant challenges with respect to information security and maintaining the security and integrity of our systems and other systems used in our business, as well as with respect to the data stored on or processed by these systems. We also anticipate receiving and storing confidential business information of our partners and customers. Advances in technology, an increased level of sophistication and expertise of hackers, and new discoveries in the field of cryptography can result in a compromise or breach of the systems used in our

business or of security measures used in our business to protect confidential information, personal information, and other data. We may be a target for attacks designed to disrupt our operations or to attempt to gain access to our systems or to data that we possess, including proprietary information that we obtain from our partners pursuant to our agreements with them. We also are at risk for interruptions, outages and breaches of our and our outsourced service providers’ operational systems and security systems, our integrated software and technology, and data that we or our third-party service providers process or possess. These may be caused by, among other causes, physical theft, viruses, or other malicious code, denial or degradation of service attacks, ransomware, social engineering schemes, and insider theft or misuse. The security risks we and our outsourced service providers face could also be elevated in connection with the Russian invasion of Ukraine, as we and our outsourced service providers are vulnerable to a heightened risk of cyberattacks from or affiliated with nation-state actors, including retaliatory attacks from Chinese or Russian actors against U.S.-based companies.

The availability and effectiveness of our technology and our ability to conduct our business and operations depend on the continued operation of information technology and communications systems, some of which we have yet to develop or otherwise obtain the ability to use. Systems we currently use or may use in the future in conducting our business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. We currently use, and may use in the future, outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as us. Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, confidential, or other data, including data relating to individuals. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, prospects and results of operations.

Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate and may result in significant expense.

In addition, we may face increased compliance burdens regarding such requirements with regulators and customers regarding our battery products and also incur additional costs for oversight and monitoring of our supply chain. These additional compliance and logistical burdens are attenuated through our international partnerships. We also cannot be certain that these systems, networks, and other infrastructure or technology upon which we rely, including those of our third-party suppliers or service providers, will be effectively implemented, maintained or expanded as planned, or will be free from bugs, defects, errors, vulnerabilities, viruses, ransomware, or other malicious code. We may be required to expend significant resources to make corrections or to remediate issues that are identified or to find alternative sources.

Any failure or perceived failure by us or our service providers to prevent information security breaches or other security incidents or system disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of, our information, or any personal information, confidential information, or other data could result in loss or theft of proprietary or sensitive data and intellectual property, could harm our reputation and competitive position and could expose us to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident or disruption could also divert the efforts of our technical and management personnel and could require us to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools, devices, policies, and other measures designed to prevent actual or perceived security breaches and other incidents and system disruptions. Moreover, we could be required or otherwise find it appropriate to expend significant capital and other resources to respond to, notify third parties of, and otherwise address the incident or breach and its root cause, and most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data.

Further, we cannot assure that any limitations of liability provisions in our current or future contracts that may be applicable would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security breach or incident, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our reputation, financial condition, and results of operations.

Additionally, laws, regulations, and other actual and potential obligations relating to privacy, data hosting and other processing of data, data protection, and data security are evolving rapidly, and we expect to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs. Further, these laws, regulations, and other obligations are complex and evolving rapidly, and we cannot provide assurance that we will not be subject to claims, allegations, or other proceedings related to actual or alleged obligations relating to privacy, data protection, or data security. It is possible that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with our business or practices. We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations relating to privacy and data security in order to comply. Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, prospects and results of operations.

We are subject to various existing and future environmental health and safety laws, which may result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our financial results or operations.

Our company and our operations, as well as our contractors, suppliers, and customers, are subject to numerous federal, state, local and foreign environmental laws and regulations governing, among other things, the generation, storage, transportation, and disposal of hazardous substances and wastes. We are also subject to a variety of product stewardship and manufacturer responsibility laws and regulations, primarily relating to the collection, reuse and recycling of electronic waste, as well as regulations regarding the hazardous material contents of electronic product components and product packaging, and non-hazardous wastes. We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operations requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business. There are also significant capital, operating and other costs associated with compliance with these environmental laws and regulations.

Environmental and health and safety laws and regulations are subject to change and may become more stringent in the future, such as through new regulations enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, could cause additional expenditures, restrictions, and delays in connection with our operations as well as our other future projects, or may require us to manufacture with alternative technologies and materials.

Our manufacturing process creates regulated air emissions which are typically managed within established permit limits by available emissions control technology. Should permitted limits or other requirements change in the future, the company may be required to install additional, more costly control technology. If we were to violate any such permit or related permit conditions, we may incur significant fines and penalties.

We rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes. Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, as well as liability for any impacts to human health or natural resources. The costs of liability with respect to contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

Our research and development activities expose our employees to potential occupational hazards such as, but not limited to, the presence of hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Employees may be exposed to toxic hydrogen sulfide as a result of the components we use being exposed to moisture. If released in an uncontrolled manner, this hydrogen sulfide can create hazardous working conditions. Consequences may include litigation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.

Some of our operations involve the manufacture and/or handling of a variety of explosive and flammable materials. We might experience incidents such as leaks and ruptures, explosions, fires, transportation accidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, financial condition or results of operations, for which we may not be adequately insured.

We are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and possibly other anti-bribery and anti-corruption laws and anti-money laundering laws in various jurisdictions in which we conduct, or in the future may conduct, activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit us and our officers, directors, employees, business partners agents, representatives and third-party intermediaries from corruptly offering, promising, authorizing or providing, directly or indirectly anything of value to recipients in the public or private sector.

We may leverage third parties to sell our battery products and conduct our business abroad. We, our officers, directors, employees, business partners agents, representatives and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure you that all of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible. As our international activities and sales expand, our risks under these laws may increase.

These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls and compliance procedures designed to prevent any such actions. While we have certain policies and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject us to whistleblower complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages, loss of export privileges, and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial

condition, prospects and results of operations. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government has and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States. In retaliation, China has implemented, and continues to evaluate imposing additional tariffs on a wide range of American products. There is also a concern that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war. More specifically, the U.S. government has from time to time imposed significant tariffs on certain product categories imported from China. Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China. If we attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to the end consumer; however, this could reduce the competitiveness of our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of the date of this report, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Any further deterioration in the relations between the United States and China could exacerbate these actions and other governmental intervention. For example, a future event that created additional U.S.-China tensions could potentially increase the risks associated with the business and operations of U.S.-based technology companies in China.

The U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

Risks Related to Public Company Requirements

Becoming a public company through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to the completion of the Transactions, the Combined Company may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of the Combined Company’s securities, which could cause the Combined Company’s shareholders to lose some or all of their investment.

Becoming a public company through a merger rather than an underwritten offering, as Honeycomb is seeking to do, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. As a result, the Combined Company may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Additionally, unexpected risks may arise and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company reports charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all.

Honeycomb’s management team has limited experience managing a public company.

Most members of Honeycomb’s management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Honeycomb’s management team may not successfully or efficiently manage Honeycomb’s transition to a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Honeycomb’s senior management and could divert their attention away from the day-to-day management of Honeycomb’s business, which could adversely affect its business, results of operations, cash flows and financial condition. In addition, Honeycomb expects to hire additional personnel to support its operations as a public company, which will increase its operating costs in future periods.

The requirements of being a public company may strain Honeycomb’s resources and distract its management, which could make it difficult to manage its business, particularly after Honeycomb is no longer an “emerging growth company.”

Following the completion of the business combination, Honeycomb will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to Honeycomb and could have a negative effect on Honeycomb’s results of operations, financial condition or business.

As a public company, Honeycomb will be subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on Honeycomb’s systems and resources. The Exchange Act requires that Honeycomb file annual, quarterly and current reports with respect to its business and financial condition. The Sarbanes-Oxley Act requires that Honeycomb implement and maintain effective disclosure controls and procedures and internal controls over financial reporting. To implement, maintain and improve the effectiveness of its disclosure controls and procedures, Honeycomb will need to commit significant resources, hire additional staff and provide additional management oversight. Honeycomb will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining its growth also will require Honeycomb to commit additional management, operational and financial resources to identify new professionals to join it and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on Honeycomb’s results of operations, financial condition or business.

Following the completion of the business combination, the Combined Company will qualify as an “emerging growth company” as defined in the JOBS Act, and Honeycomb intends to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in the combined company’s periodic reports and proxy statements. Honeycomb may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.

Honeycomb’s independent registered public accounting firm will not be required to formally attest to the effectiveness of the combined company’s internal control over financial reporting until the later of its second annual report or the first annual report required to be filed with the SEC following the date the combined company is no longer an “emerging growth company” as defined in the JOBS Act.

When these exemptions cease to apply, Honeycomb expects to incur additional expenses and devote increased management effort toward ensuring compliance with them. Honeycomb cannot predict or estimate the amount of additional costs it may incur as a result of becoming a public company or the timing of such costs.

Risks Related to Nubia and the Business Combination

The Sponsor and the Insiders have agreed to vote in favor of the business combination, regardless of how Nubia’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and the Insiders have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement, the Sponsor and the Insiders own shares equal to approximately 20% of Nubia’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and the Insiders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the Nubia Board and certain Nubia officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement.

When considering the Nubia Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement, our stockholders should be aware that the Sponsor and certain directors and officers of Nubia have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

•        the fact that the Sponsor and the Insiders have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the continued right of the Sponsor to hold Nubia’s Class A common stock and the shares of Nubia’s Class A common stock to be issued to the Sponsor upon exercise of its private placement warrants following the Transactions, subject to certain lock-up periods;

•        if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

•        the fact that the Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

•        the fact that the Sponsor and the Insiders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination within the completion window; and

•        the fact that the Sponsor paid an aggregate of approximately $5,405,000 for its 5,405,000 private placement warrants to purchase shares of Nubia’s Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated within the completion window.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Honeycomb, completing a business combination with Honeycomb and may influence their operation of the Combined Company following the business combination. This risk may become more

acute as the deadline of August 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination in accordance with the current certificate of incorporation) for completing an initial business combination nears.

The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote “FOR” the proposals presented at the special meeting.

Because the Sponsor, officers and directors will lose their entire investment in Nubia if the Merger or an alternative business combination is not completed, and because the Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Merger is not completed, a conflict of interest may have arisen in determining whether Honeycomb was appropriate for Nubia’s initial business combination.

The Sponsor has invested an aggregate of approximately $7.3 million, including investments in founder shares, Private Placement Warrants, promissory notes and advances, which it stands to forfeit and lose if Nubia is unable to complete a business combination prior to August 15, 2023 (or up to December 15, 2023 if Nubia extends the period of time to consummate a business combination). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

The personal and financial interests of Nubia’s officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Nubia’s initial business combination, its Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Nubia’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Merger or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Nubia’s behalf. However, the Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Merger or an alternative business combination is not completed. Such financial interests of the Sponsor, officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Transactions.

Some of the Nubia and Honeycomb officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of Nubia and Honeycomb participate in arrangements that provide them with interests in the Business Combination that may be different from that of other investors, including, among others, the continued service as an officer or director of the Combined Company, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of the Combined Company, as well as potential direct or indirect interests arising from other business ventures they may be involved with. For more information concerning the interests of Nubia and Honeycomb executive officers and directors, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement.

These interests, among others, may influence the officers and directors of Nubia and Honeycomb to support or approve the Merger. As such, the Sponsor and our officers and directors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the Nubia Board to vote for the proposals, its shareholders should consider these interests.

The nominal purchase price paid by the Sponsor and directors and officers of Nubia for the founder shares may significantly dilute the implied value of the public shares in the event the parties complete an initial business combination. In addition, the value of the founder shares will be significantly greater than the amount the Sponsor and directors and officers of Nubia paid to purchase such shares in the event the parties complete an initial business combination, even if the Merger causes the trading price of the Combined Company’s Common Stock to materially decline.

The nominal purchase price paid by the Sponsor and directors and officers of Nubia for the founder shares may significantly dilute the implied value of the public shares in the event Nubia completes an initial business combination. The dilution would increase to the extent that public stockholders seek redemptions from the Trust

Account for their public shares. In addition, the value of the founder shares will be significantly greater than the amount the Sponsor and directors and officers of Nubia paid to purchase such shares in the event we complete an initial business combination, even if the Merger causes the trading price of the Combined Company’s Common Stock to materially decline.

The Sponsor invested an aggregate of $5,430,000 in Nubia, comprised of the $25,000 purchase price for the founder shares and $5,405,000 purchase price for the Private Placement Warrants. The amount held in Nubia’s Trust Account was approximately $[_] on the Record Date, implying a value of $[_] per public share. Based on these assumptions, each share of the Combined Company’s Common Stock would have an implied value of $[_] per share upon consummation of the Transactions, representing a [_]% decrease from the initial implied value of $[_] per public share. While the implied value of $[_] per share upon consummation of the Transactions would represent a dilution to our public stockholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each founder share. At approximately $[_] per share, the 3,087,500 shares of the Combined Company’s Common Stock that the Sponsor would own upon consummation of the Transactions would have an aggregate implied value of $[_]. As a result, even if the trading price of the Combined Company’s Common Stock significantly declines, the value of the founder shares held by the Sponsor will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor and directors and officers of Nubia could potentially recoup their entire investment, inclusive of their investment in the Private Placement Warrants, even if the trading price of the Combined Company’s Common Stock after the initial business combination is as low as $[_] per share. As a result, the Sponsor is likely to earn a substantial profit on its investment upon disposition of shares of the Combined Company’s Common Stock even if the trading price of the Combined Company’s Common Stock declines after the consummation of the Transactions. The Sponsor and directors and officers of Nubia may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public stockholders, rather than liquidating Nubia.

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock and public warrants are currently listed on the Nasdaq and we expect them to be listed on Nasdaq upon consummation of the business combination. Our continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that the Combined Company will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the Combined Company’s common stock from trading on its exchange for failure to meet the listing standards, Nubia’s stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for Nubia’s securities;

•        reduced liquidity for Nubia’s securities;

•        a determination that Nubia’s common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Nubia’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by Nubia within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Nubia for services rendered or contracted for or products sold to Nubia. If Nubia consummates a business combination, including the Transactions, on the other hand, Nubia will be liable for all such claims. Neither Nubia nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Nubia. Please see

the section entitled “Other Information Related to Nubia — Liquidation if no Business Combination” for further information. If Nubia is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to advance Nubia the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of Nubia’s officers and directors has an indirect economic interest in shares of Nubia’s common stock and warrants to purchase shares of Nubia’s common stock through his or her ownership of membership interests in the Sponsor, but does not beneficially own any of Nubia’s common stock or warrants. In considering the recommendations of the Nubia Board to vote for the business combination proposal and the other proposals described in this proxy statement, Nubia’s stockholders should consider these interests.

The exercise of Nubia’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in Nubia’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require Nubia to agree to amend the Merger Agreement, to consent to certain actions taken by Honeycomb or to waive rights that Nubia is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Honeycomb’s business, a request by Honeycomb to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Honeycomb’s business and would entitle Nubia to terminate the Merger Agreement. In any of such circumstances, it would be at Nubia’s discretion, acting through the Nubia Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Nubia and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, Nubia does not believe there will be any material changes or waivers that Nubia’s directors and officers would be likely to make after the mailing of this proxy statement. Nubia will circulate a new or amended proxy statement or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

If Nubia is unable to complete the Transactions or another initial business combination by August 15, 2023 (or up to December 15, 2023 if Nubia has extended the deadline for completing the business combination on a monthly basis up to six times by contributing $125,000 per month for each extension to Nubia’s trust account in accordance with the current certificate of incorporation), Nubia will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Nubia Board, dissolving and liquidating. In such event, third parties may bring claims against Nubia and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of Nubia’s current certificate of incorporation, Nubia must complete a business combination before the end of the completion window, or Nubia must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Nubia Board, dissolving and liquidating. In such event, third parties may bring claims against Nubia. Although Nubia has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Nubia’s public stockholders. If Nubia is unable to complete a business combination within the completion window, the executive officers have agreed they will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Nubia for services

rendered or contracted for or products sold to Nubia. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if Nubia is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Nubia otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Nubia may not be able to return to its public stockholders at least $10.00 per share.

Nubia’s stockholders may be held liable for claims by third parties against Nubia to the extent of distributions received by them.

If Nubia is unable to complete the Transactions or another business combination within the completion window, Nubia will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the Nubia Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Nubia cannot assure you that it will properly assess all claims that may be potentially brought against Nubia. As such, Nubia’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Nubia cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Nubia.

If Nubia is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Nubia’s stockholders. Furthermore, because Nubia intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Nubia Board may be viewed as having breached their fiduciary duties to Nubia’s creditors and/or may have acted in bad faith, and thereby exposing itself and Nubia to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Nubia cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Nubia stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement could have a depressive effect on Nubia’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Nubia or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Nubia common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Nubia common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting. As of the date of this proxy statement, no such transactions have occurred nor are they planned to occur.

Nubia’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of Nubia’s Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that Nubia’s current stockholders have on the management of Nubia.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that HBC will be a wholly-owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      Consists of (i) 68,250,000 shares to be held by G3 and (ii) 1,750,000 shares to be held by Arbor Lake. Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to the G3 Shares. Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(2)      Does not includes shares subject to the earn out.

(3)      Does not include warrants of 11,580,000.

(4)      Assumes all 3,919,617 shares held by the Nubia public stockholders are redeemed.

(5)      After giving effect for the June 14, 2023 redemption.

(6)      Assumes the G3 Tax Lien is released prior to Closing and the Holdback Shares are issued at Closing.

Having a minority ownership interest in the Combined Company may reduce the influence that Nubia’s public stockholders have on the management of Nubia. See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

A significant portion of the Combined Company’s Common Stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of the Combined Company’s Common Stock to drop significantly, even if our business is doing well.

The market price of shares of the Combined Company’s Common Stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

Concurrently with the execution of the Merger Agreement, Nubia and G3 entered into a lock-up agreement to be effective upon the Closing, pursuant to which G3 agreed not to, during the Lock-up Period (as defined below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection with the Transactions (the “Lock-up Shares”), enter into a transaction that would have the same effect, or enter into any

swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. As used herein, “Lock-Up Period” means the period commencing on the Closing and ending six months after the Closing. The Sponsor is subject to the same Lock-Up Period pursuant to the Parent Support Agreement. However, following the expiration of such lock-up periods, G3 and the Sponsor and their permitted transferees will not be restricted from selling the Combined Company securities held by them, other than by applicable securities laws.

In addition, contingent upon the Closing, Nubia and the Sponsor will terminate Nubia’s existing registration rights agreement and the HBC Shareholders, the Sponsor, and EF Hutton will enter into a new registration rights agreement (the “Registration Rights Agreement”) with the Combined Company in the form attached hereto as Annex N. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration pursuant to the Registration Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 70,000,000 shares of stock (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) to be issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions.

As such, following the Closing, sales of a substantial number of shares of the Combined Company’s Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Combined Company’s Common Stock.

G3 and the Sponsor will have substantial control over the Combined Company after the business combination, which may limit other shareholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Combined Company.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions, and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. This significant concentration of ownership may have a negative impact on the trading price for the Combined Company’s Common Stock because investors often perceive disadvantages in owning stock in companies with controlling shareholders. In addition, these shareholders will be able to exercise influence over all matters requiring shareholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of the Company or its assets. This concentration of ownership could limit shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other shareholders.

Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Because G3 will hold approximately 88.5% of the voting power of the Combined Company upon the closing of the Transactions, the Combined Company will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the

voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. We do not currently expect to rely upon the “controlled company” exemptions.

However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. The Combined Company may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

The Sponsor beneficially owns a significant equity interest in Nubia, and will continue to own a significant interest in the Combined Company, and may take actions that conflict with your interests.

The interests of Sponsor may not align with the interests of Nubia and its other stockholders. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with Nubia. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to Nubia’s business and, as a result, those acquisition opportunities may not be available to us.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank could have the following effects:

•        your proportionate ownership interest in the Combined Company will decrease;

•        the relative voting strength of each previously outstanding share of common stock may be diminished; or

•        the market price of our shares of the Combined Company stock may decline.

We have no operating history and our results of operations and those of the Combined Company may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement.

Nubia is a blank check company with no operating history or results.

This proxy statement includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of loss of the Combined Company combines the historical audited results of operations of Nubia.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Nubia and Honeycomb have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Nubia if the business combination is not completed.

Nubia and Honeycomb expect to incur significant costs associated with the business combination. Even if the business combination is not completed, Nubia expects to incur approximately $3.1 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Nubia if the business combination is not completed.

Even if Nubia consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of Nubia’s warrants may be amended.

The exercise price for Nubia public warrants is $11.50 per share of Nubia’s Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If Nubia is unable to complete an initial business combination, Nubia’s warrants may expire worthless.

If Nubia is unable to complete an initial business combination, Nubia’s warrants may expire worthless.

Nubia and Honeycomb will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on Nubia and Honeycomb. These uncertainties may impair our or Honeycomb’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Honeycomb’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If Nubia’s due diligence investigation of the Honeycomb business was inadequate, then stockholders of Nubia following the business combination could lose some or all of their investment.

Even though Nubia conducted a due diligence investigation of the Honeycomb business, Nubia cannot be sure that this diligence uncovered all material issues that may be present inside the Honeycomb business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Honeycomb business and outside of its control will not later arise.

Following the consummation of the business combination, the Combined Company’s only significant asset will be its ownership interest in the Honeycomb business, and such ownership may not be sufficiently profitable or valuable to enable the Combined Company to satisfy the Combined Company’s other financial obligations. The Combined Company does not anticipate paying any cash dividends for the foreseeable future.

Following the consummation of the business combination, the Combined Company will have no direct operations and no significant assets other than its ownership interest in the Honeycomb business. The Combined Company will depend on the Honeycomb business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the Honeycomb business may not be sufficient to pay dividends or make distributions or loans to enable the Combined Company to pay any dividends on the common stock or satisfy its other financial obligations.

In addition, HBC has never declared or paid cash dividends on its capital stock, and it does not anticipate paying any cash dividends in the foreseeable future. Honeycomb currently intends to retain its future earnings, if any, for the foreseeable future, to fund the development and growth of its business. Any future determination to pay dividends will be at the discretion of the Combined Company’s board of directors and will be dependent upon its financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as the board of directors may deem relevant. As a result, capital appreciation in the price of the Combined Company’s common stock, if any, will be your only source of gain on an investment in the Combined Company’s common stock.

Please see the sections titled “Nubia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Honeycomb’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

The second amended and restated certificate of incorporation that will be effective following the completion of the business combination designates a court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Combined Company stockholders, which could limit the ability of the Combined Company’s stockholders to obtain a favorable judicial forum for disputes with the Combined Company or with directors, officers or employees of the Combined Company and may discourage stockholders from bringing such claims.

Under the second amended and restated certificate of incorporation that will be effective following the completion of the business combination, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if the Court of Chancery lacks subject matter jurisdiction, then any state court within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, then the federal district court for the District of Delaware) will be the sole and exclusive forum for:

•        any derivative action or proceeding brought on behalf of the Combined Company;

•        any action (including any class action) asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Combined Company to the Combined Company or the Combined Company’s stockholders;

•        any action (including any class action) asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company arising pursuant to any provision of the DGCL or the Combined Company’s certificate of incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time);

•        any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the Combined Company’s certificate of incorporation or bylaws (including any right, obligation or remedy thereunder);

•        any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or

•        any action (including any class action) asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company governed by the internal affairs doctrine.

The foregoing provisions of the second amended and restated certificate of incorporation would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction, or any claim as to which the Court of Chancery determines that there is

an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the second amended and restated certificate will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the federal district court for the District of Delaware will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the rules and regulations thereunder. Although investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, any person or entity purchasing or otherwise acquiring any interest in shares of the Combined Company’s capital stock will be deemed to have notice of, and consented to, the provisions of the second amended and restated certificate of incorporation described in the preceding sentences. These provisions of the second amended and restated certificate of incorporation could limit the ability of the Combined Company stockholders to obtain a favorable judicial forum for certain disputes with the Combined Company or with its directors, officers or other employees, which may discourage such lawsuits against the Combined Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of the second amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.

Some provisions of Delaware law and the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the business combination may deter third parties from acquiring the Combined Company and diminish the value of the Combined Company’s common stock.

The Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the business combination will provide for, among other things:

•        the ability of the Combined Company’s board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire the Combined Company or otherwise effect a change in control;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and

•        certain limitations on convening special stockholder meetings.

In addition, in the second amended and restated certificate of incorporation, the Combined Company has not opted out of Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•        prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•        upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•        at or subsequent to that time, the business combination is approved by HBC’s board of directors and by the affirmative vote of holders of at least two-thirds of the votes of HBC’s outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the votes of HBC’s outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Combined Company for a three-year period. This provision may encourage companies interested in acquiring the Combined Company to negotiate in advance with its board of directors because the stockholder approval requirement would be avoided if the Combined Company’s board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Combined Company’s board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

These provisions in the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of the Combined Company that is in the best interest of its minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of the Combined Company’s common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to the Combined Company board of directors and take other corporate actions.

Subsequent to the completion of the business combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Nubia has conducted due diligence on the Honeycomb business, Nubia cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Honeycomb business and outside of Nubia’s and Honeycomb’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if Nubia’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Nubia’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Nubia’s liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of Nubia’s stockholders who choose to remain stockholders of the Combined Company following the business combination could suffer a reduction in the value of their shares.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of the Combined Company’s securities.

Following the business combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the business combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Nubia’s securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of the Combined Company’s securities following the consummation of the business combination may decline. The market values of the Combined Company’s securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which Nubia’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the Honeycomb business and trading in shares of Nubia’s Class A common stock has not been active. Accordingly, the valuation ascribed to the Honeycomb business and Nubia’s Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of the Combined Company’s Common Stock following the business combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of the Combined Company’s Common Stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Nubia’s control and may not be related to Nubia’s operating performance. These fluctuations could cause you to lose all or part of your investment in Nubia’s Class A common stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in Nubia’s securities and Nubia’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Nubia’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities following the business combination may include:

•        market conditions in the broader stock market in general, or in Honeycomb’s industry in particular;

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

•        changes in the market’s expectations about our operating results;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

•        speculation in the press or investment community;

•        actual or anticipated developments in the Combined Company’s business, competitors’ businesses or the competitive landscape generally;

•        the operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        the timing of the achievement of objectives under Honeycomb’s business plan and the timing and amount of costs we incur in connection therewith;

•        changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to ours;

•        changes in laws and regulations affecting the Combined Company’s business;

•        commencement of, or involvement in, litigation or investigations involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Combined Company’s Common Stock available for public sale;

•        any major change in the Combined Company’s board of directors or management;

•        sales of substantial amounts of the Combined Company’s Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

•        other risk factors listed in this “Risk Factors” section.

Broad market and industry factors may materially harm the market price of Nubia’s securities irrespective of Nubia’s operating performance. The stock market in general and Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Nubia’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Nubia’s could depress Nubia’s stock price regardless of Nubia’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of Nubia’s Class A common stock, regardless of Nubia’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of Nubia’s securities also could adversely affect Nubia’s ability to issue additional securities and Nubia’s ability to obtain additional financing in the future.

Furthermore, the stock markets in general have experienced extreme volatility, including as a result of the COVID-19 pandemic, that has sometimes been unrelated to the operating performance of the issuer. The trading price of our common stock may be adversely affected by third parties trying to drive down or drive up the market price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if our stock declines or otherwise exhibits volatility, and their activities can negatively affect our stock price and increase the volatility of our stock price. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Even if Nubia consummates the Business Combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

Assuming the maximum redemption of 3.92 million public shares, there will be 6,175,000 Public Warrants outstanding following the Closing, all of which will be held the redeeming stockholders. Such Public Warrants had an aggregate market value of $32.8 million, based on the closing price of the Public Warrants on Nasdaq July 28, 2023 of $10.62. The exercise price for Public Warrants is $11.50 per share in each case. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, dated March 10, 2022, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of Nubia Common Stock purchasable upon exercise of a Public Warrant.

Nubia may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

Assuming the maximum redemption of 3.92 million public shares, there will be 6,175,000 Public Warrants outstanding following the Closing, all of which will be held the redeeming stockholders. Such Public Warrants had an aggregate market value of $0.4 million, based on the closing price of the Public Warrants on Nasdaq July 28, 2023 of $0.0823. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale price of Nubia Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Nubia Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Nubia Common Stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. See “Questions and Answers About the Proposals — How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?” for more information.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company’s Common Stock adversely, then the price and trading volume of the Combined Company’s Common Stock could decline.

The trading market for the Combined Company’s Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, the Combined Company’s business and operations, the Combined Company’s market, or the Combined Company’s competitors. Securities and industry analysts do not currently, and may never, publish research on Nubia. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Nubia change their recommendation regarding the Combined Company’s stock adversely, or provide more favorable relative recommendations about Nubia’s or the Combined Company’s competitors, the price of the Combined Company’s Common Stock would likely decline. If any analyst who may cover Nubia were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of the Combined Company’s Common Stock will develop.

Nubia is currently a blank check company and there has not been a public market for HBC common stock since it is a private company. A liquid trading market for the Combined Company’s Common Stock may never develop.

In the absence of a liquid public trading market:

•        you may not be able to liquidate your investment in shares of Nubia’s Class A common stock;

•        you may not be able to resell your shares of Nubia’s Class A common stock at or above the price attributed to them in the business combination;

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Common Stock after December 31, 2022, including redemptions in connection with the business combination, unless an exemption is available. Generally, issuances of securities by us in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial business combination), as well as any other issuances of securities not in connection with our initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year. In addition, the Excise Tax would be payable by us, and not by the redeeming holder, however the mechanics of any required payment of the Excise Tax have not been determined. Further, based on recently issued interim guidance from the Internal Revenue Service (“IRS”) and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of Nubia’s liquidation.

While it is expected that the Merger will qualify as either (a) a tax-deferred reorganization within the meaning of Section 368(a) of the Code or (b) a tax-deferred contribution described in Section 351(a) of the Code, the Merger could be treated, for U.S. federal income tax purposes, as a taxable exchange.

For U.S. federal income tax purposes, it is expected that the Merger will qualify as either (a) a tax-deferred reorganization within the meaning of Sections 368(a) of the Code or (b) a tax-deferred contribution described in Section 351(a) of the Code. However, if certain requirements are not satisfied, the Merger would be treated, for U.S. federal income tax purposes, as a taxable exchange by shareholders of HBC common stock for Nubia’s Class A common stock.

We may be affected by a federal tax lien placed on all the property and rights to property belonging to our Parent, which would include our assets.

The Internal Revenue Service has placed a federal tax lien on all the property and rights to property belonging to our Parent, which would include our assets. The lien relates to unpaid federal income taxes for 2017. Inclusive of interest, the balance owed is approximately $2,090,000 as of May 2023. The Merger Agreement provides that prior to the closing of the business combination, we and our Parent shall use reasonable best efforts to pay or otherwise satisfy all taxes and tax liabilities, including interest and penalties, associated with the federal tax lien and to cause the federal tax lien to be released in full with no further liability to our Parent, us or any of its or our respective assets. In the event that the federal tax lien is not released prior to the closing of the business combination, a certain number of Holdback Shares in proportion to the outstanding balance will not be issued at the closing of the business combination. Our Parent has advised us that prior to the closing of the business combination it intends to repay the balance in full and take all reasonable steps necessary to cause the Internal Revenue Service to release the federal tax lien. However, there can be no assurance that the repayment will occur or that the federal tax lien will be released. If not, then the Combined Company may be affected by any actions the Internal Revenue Service may take in relation to the federal tax lien.

We may not be able to complete the proposed Merger with Honeycomb if the proposed Merger is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is neither controlled by or nor has substantial ties with a non-U.S. person. Patrick Orlando, the manager of the Sponsor, is a U.S. citizen. We do not expect Nubia to be considered a “foreign person” under the regulations administered by CFIUS. However, if the proposed Merger with Honeycomb is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the proposed Merger with

Honeycomb falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the proposed Merger without notifying CFIUS and risk CFIUS intervention, before or after closing the proposed Merger. CFIUS may decide to block or delay the proposed Merger, impose conditions to mitigate national security concerns with respect to such proposed Merger or order us to divest all or a portion of a U.S. business of the Combined Company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing the proposed Merger.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the proposed Merger. If we cannot complete our proposed Merger by August 15, 2023 (or up December 15, 2023 if the business combination deadline is extended in accordance with the Company’s certificate of incorporation) because the review process drags on beyond such timeframe or because our proposed Merger is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the Combined Company.

Risks Related to the Redemption

You must tender your shares of Nubia’s Class A common stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to Nubia’s transfer agent or to deliver your shares of common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

Nubia does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of Nubia’s stockholders do not agree.

Nubia’s existing charter does not provide a specified maximum redemption threshold, except that Nubia will not redeem public shares in an amount that would cause Nubia’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). If the NTA Amendment Proposal is approved, the net tangible assets redemption limitation will no longer apply. As a result, Nubia may be able to complete the business combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by Nubia or the persons described above have been entered into with any such investor or holder. Nubia will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described in this proxy statement) at the special meeting.

In the event that the aggregate cash consideration that Nubia would be required to pay for all shares of Nubia’s Class A common stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to Nubia, Nubia may not complete the business combination or redeem any shares, all shares of Nubia’s Class A common stock submitted for redemption will be returned to the holders thereof and Nubia may instead search for an alternate business combination.

SPECIAL MEETING OF NUBIA STOCKHOLDERS

General

Nubia is furnishing this proxy statement to Nubia’s stockholders as part of the solicitation of proxies by the Nubia Board for use at the special meeting of Nubia stockholders to be held on [•], 2023, and at any adjournment or postponement thereof. This proxy statement provides Nubia’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

Purpose of the Nubia Special Meeting

At the special meeting, Nubia is asking holders of Nubia common stock to consider and vote upon:

•        a proposal to approve the business combination described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. See the section entitled “Proposal No. 1 — The Business Combination Proposal”;

•        a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B. See the section entitled “Proposal No. 2 — The Charter Proposal”;

•        a proposal to consider and vote upon a proposal to amend Nubia’s existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. Please see the section entitled “Proposal No. 3 — The NTA Amendment Proposal”;

•        a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder. See the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

•        a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. See the section entitled “Proposal No. 5 — The Director Election Proposal”;

•        a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

•        a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. See the section entitled “Proposal No. 7 — The Adjournment Proposal.”

Recommendation of the Nubia Board

The Nubia Board unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Nubia Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Nubia stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The Nubia Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Nubia stockholders that they vote “FOR” the proposals presented at the special meeting.

Record Date; Persons Entitled to Vote

Nubia has fixed the close of business on [•], 2023, as the record date for determining Nubia stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were [•] shares of Nubia common stock outstanding and entitled to vote. Each share of Nubia common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

Nubia’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Vote Required

The approval of each of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal and the NTA amendment proposal each require the affirmative vote of holders of at least sixty-five percent (65%) of all of Nubia’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of Nubia’s Class A common stock voting as a separate class. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Nubia’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Nubia stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, a Nubia stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the business combination proposal the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal. However, abstentions will count as a vote “AGAINST” the charter proposal and the NTA amendment proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of Nubia common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Nubia common stock at the special meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the NTA amendment proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

•        You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website [•]. You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer. Instructions on how to attend and participate at the special meeting are available at [•].

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Nubia can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Nubia’s Secretary in writing before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Nubia common stock, you may call Advantage Proxy, Nubia’s proxy solicitor, at 866-894-0536 (Toll Free) or Nubia at (972) 918-5120.

Redemption Rights

Pursuant to our current certificate of incorporation, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the business combination proposal. Any stockholder holding public shares as of the record date may demand that Nubia redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $[•] per share as of [•], 2023, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, Nubia will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Insiders will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions.

Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Nubia’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then Nubia’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, Nubia will promptly return any shares delivered by public holders.

The closing price of Nubia’s Class A common stock on [•], 2023, the record date for the special meeting, was $[•] per share. The cash held in the trust account on such date was approximately $[•] ($[•] per public share). Prior to exercising redemption rights, stockholders should verify the market price of Nubia common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Nubia cannot assure its stockholders that they will be able to sell their shares of Nubia common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Nubia common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to Nubia’s transfer agent prior to the vote at the special meeting, and the business combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of Nubia have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

Nubia is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail. Nubia and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Nubia will bear the cost of the solicitation.

Nubia has hired Advantage Proxy to assist in the proxy solicitation process. Nubia will pay that firm a fee of $9,500 plus disbursements. Such payment will be made from non-trust account funds.

Nubia will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Nubia will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Nubia’s stockholders are being asked to approve the business combination with Honeycomb described in this proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement. The discussion in this proxy statement of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement.

You should read carefully this proxy statement in its entirety for more detailed information concerning the Merger Agreement. Please see the subsection entitled “— Certain Agreements Related to the Business Combination — Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting.

The name of the Combined Company after the consummation of the Transactions will be Solidion Technology, Inc. and our headquarters will be located at 1235 McCook Ave., Dayton, OH 45404. We have applied to have Nubia’s Class A common stock and public warrants listed on Nasdaq and, upon the Closing, we expect that the Combined Company’s Common Stock and public warrants will begin trading on Nasdaq under the symbols “STI” and “STIWW,” respectively. As a result, Nubia’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

General

The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement.

The Merger Agreement contains representations and warranties that Nubia and Merger Sub, on the one hand, and HBC, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about Nubia or HBC, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Nubia and Merger Sub, and HBC and are modified by the disclosure schedules.

Structure of the Transactions

On February 16, 2023, Nubia entered into the Merger Agreement with Merger Sub and HBC. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into HBC with HBC surviving such merger as a wholly owned subsidiary of Nubia.

Merger Consideration

The Merger Agreement provides for Nubia to issue to the HBC Shareholders, as the only shareholders of HBC prior to the Effective Time, aggregate consideration of (i) 70,000,000 shares of the Combined Company’s common stock at the Effective Time (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) and (ii) up to an additional 22,500,000 shares of the Combined Company’s common stock (the “Earnout Shares”) upon the occurrence of the following events:

(i)     5,000,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) trading day period from and after the date that is thirty (30) days following the Closing Date until the second anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $12.50 per share (subject to any adjustment pursuant to the Merger Agreement);

(ii)    7,500,000 Earnout Shares if, over any ten (10) trading days within any thirty (30) Trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the date that is forty-two (42) months following the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $15.00 per share (subject to any adjustment pursuant to the Merger Agreement); and

(iii)   10,000,000 Earnout Shares if over any ten (10) trading days within any thirty (30) trading day period from and after the date that is one hundred eighty (180) days following the Closing Date until the fourth anniversary of the Closing Date, the VWAP of the shares of Nubia’s Class A common stock is greater than or equal to $25.00 per share (subject to any adjustment pursuant to the Merger Agreement).

If, prior to the expiration of the earn out periods set forth in (i)-(iii) above, there occurs any transaction resulting in a change in control, and the corresponding valuation of Nubia’s Class A common stock is greater than or equal to the amount set forth in (i)-(iii), as applicable, then, immediately prior to the consummation of such change in control, the event set forth in (i)-(iii), as applicable, if not previously satisfied, shall be deemed to have occurred, subject to the terms provided in the Merger Agreement.

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of HBC common stock outstanding immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares, the applicable number of Holdback Shares, if any, that are released subject to the contingencies set for in the Merger Agreement, and the Earnout Shares, if any. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

In the event that the G3 Tax Lien is not released prior to Closing, the Holdback Shares will not be issued at the Closing. Upon the release of the G3 Tax Lien with no further liability to G3, the Company or any of their respective assets, such Holdback Shares, less any Holdback Shares that are forfeited to satisfy G3’s indemnification obligations to the Company pursuant to the terms and conditions of the Contribution Agreement, shall be issued to the HBC Shareholders. For the avoidance of doubt, the Holdback Shares may be issued at Closing or following Closing, depending on whether the G3 Tax Lien has been released, and any forfeited Holdback Shares will not be issued at any time.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, good standing and qualification, (ii) capital structure, (iii) authorization to enter into the Merger Agreement, (iv) compliance with laws and permits, (v) taxes, (vi) financial statements and internal control over financial reporting, (vii) real and personal property, (viii) material contracts, (ix) environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.

Covenants

Conduct of Business Pending the Business Combination

Each of HBC and Nubia have agreed that, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by law, or as consented to in writing by the other (which consent shall not be unreasonably conditioned, withheld, or delayed), from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, each party must:

(i)     conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices,

(ii)    duly and timely file all tax returns required to be filed (or obtain a permitted extension with respect thereto) and pay any and all taxes due and payable during such time period,

(iii)   duly observe and comply with all applicable laws, and

(iv)   use its commercially reasonable efforts to preserve intact in all material respects its business organization, assets, permits (with respect to HBC only), properties, and material business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties.

In addition, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by applicable law, or as previously disclosed, from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, without the other’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), neither HBC nor Nubia shall, or permit its subsidiaries to, among other things:

(i)     amend, modify, or supplement its governing documents;

(ii)    amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material right under any material contract;

(iii)   other than in the ordinary course of business, modify, amend, or enter into any contract, agreement, lease, license, or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by HBC or Nubia, as applicable, of more than $200,000 (individually or in the aggregate);

(iv)   make any capital expenditures in excess of $500,000 (individually or in the aggregate);

(v)    sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed in the Merger Agreement or in the ordinary course of business;

(vi)   solely in the case of HBC, sell, exclusively license, abandon, permit to lapse, assign, transfer, or otherwise dispose of any intellectual property owned by HBC;

(vii)  solely in the case of HBC, permit any material registered owned intellectual property to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights;

(viii) (A) pay, declare, or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities;

(ix)   (A) make any loan, advance or capital contribution to, or guarantee for the benefit of, any person or entity; (B) incur any indebtedness including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made by Nubia as working capital advances and (2) intercompany indebtedness; or (C) repay or satisfy any indebtedness, other than the repayment of indebtedness in accordance with the terms thereof;

(x)    suffer or incur any lien, except for permitted liens, on its assets;

(xi)   delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of HBC, in the ordinary course of business);

(xii)  merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other person or entity, make any material investment in any person or entity, or be acquired by any other person;

(xiii) terminate or allow to lapse any insurance policy protecting any of HBC’s, its subsidiaries’, or Nubia’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect;

(xiv) adopt any severance, retention, or other employee benefit plan or fail to continue to make timely contributions to each such plan in accordance with the terms thereof;

(xv)  institute, settle or agree to settle any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority in excess of $250,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party;

(xvi) except as required by GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets;

(xvii)change its principal place of business or jurisdiction of organization;

(xviii) issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by Nubia of shares of common stock held by its public stockholders as contemplated under the Merger Agreement;

(xix) (A) make, change, or revoke any material Tax election; (B) change any method of accounting other than as required under GAAP or Public Company Accounting Oversight Board rules or requirements; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; (D) enter into any tax allocation, tax sharing, tax indemnity or other closing agreement relating to any taxes; or (E) surrender or forfeit any right to claim a tax refund;

(xx)  enter into any transaction with or distribute or advance any material assets or property to any of its affiliates, other than the payment of salary and benefits in the ordinary course;

(xxi) solely in the case of HBC, other than as required by any employee benefit or compensation plans, policies, programs, arrangements or payroll practices (each, a “Plan”), (A) increase or change the compensation or benefits of any employee or service provider, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider, (C) enter into, amend or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) fund any payments or benefits that are payable or to be provided under any Plan, (E) make any loan to any present or former employee or other individual service provider, other than advancement of expenses in the ordinary course of business consistent with past practices, or (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization;

(xxii)fail to duly observe and conform to any applicable laws and orders;

(xxiii) authorize, recommend, propose, or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization, or similar transaction involving it or any subsidiary; or

(xxiv) enter into any agreement or otherwise agree or commit to take, or cause to be taken, any of the foregoing.

Other Covenants of the Parties

The Merger Agreement contains certain additional covenants of Nubia and HBC, including covenants regarding:

(i)     providing the other with reasonable access to its properties and books and records;

(ii)    notifying the other of any occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result, in a Material Adverse Effect with respect to such party;

(iii)   notifying the other of any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority relating to, involving, or otherwise affecting it, its stockholders, or their equity, assets, or business, or that relate to the consummation of the Transactions, or any notice or other communication from any governmental authority in connection with the Transactions;

(iv)   cooperating in the preparation of this proxy statement;

(v)    HBC’s delivery to Nubia of financial statements and other financial information;

(vi)   Nubia ensuring that it remains listed as a public company on, and that its securities are listed and tradable over, Nasdaq through the Closing;

(vii)  that Nubia use its reasonable best efforts to cause its initial listing application with Nasdaq in connection with the Transactions to be approved;

(vii)  Nubia calling and hold a meeting of its stockholders to adopt the Merger Agreement and approve the Business Combination and the other matters presented to Nubia’s stockholder for approval or adoption at the Nubia Special Meeting; and

(viii) HBC obtaining the written consent of the requisite voting power of its stockholders approving the Merger Agreement.

Non-Solicitation Restrictions

Nubia and HBC have each agreed that, from the date of the Merger Agreement to the Closing Date, it will not take, nor will it permit any of its representatives to, encourage or initiate any negotiations with, or enter into any agreement with, any party in connection with a business combination other than with the other or take any other action intended or designed to facilitate the efforts to do so. Each of Nubia and HBC has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the Nubia or HBC, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions.

Conditions to Closing

The consummation of the Transactions is conditioned upon the following closing conditions:

(i)     no governmental authority having enacted, issued, promulgated, enforced or entered any law or order that is then in effect that makes the Transactions illegal or otherwise prohibits consummation of the Transactions;

(ii)    all applicable waiting periods under the HSR Act with respect to the Merger having expired or been terminated, and (ii) each consent, approval or authorization of any governmental authority required of Nubia, HBC or any of their respective subsidiaries to consummate the Merger, as may be reasonably agreed upon by the parties after the date of the Merger Agreement having been obtained and being in full force and effect.

(iii)   no legal action having been commenced or asserted in writing (and not orally) by any governmental authority to enjoin or otherwise materially restrict the consummation of the Closing;

(iv)   the approval of the Merger Agreement by the requisite vote of the stockholders of HBC;

(v)    each of the proposals being considered at the Nubia Special Meeting having been approved by Nubia’s stockholders;

(vi)   the Combined Company’s initial listing application filed with Nasdaq in connection with the Transactions having been approved;

(vii)  the proxy statement having been cleared by the SEC;

(viii) each party to the Merger Agreement having performed or complied with the provisions of the Merger Agreement applicable to it, subject to agreed-upon standards;

(ix)   the truth and accuracy of each party’s representations and warranties included in the Merger Agreement, subject to agreed-upon standards;

(x)    The Parent Fundamental Representations and the Company Fundamental Representations being true and correct in all respects at and as of the date of Merger Agreement and as of the Closing Date;

(xi)   the absence of any material adverse effect with respect to a party to the Merger Agreement;

(xii)  the receipt by each of Nubia and HBC of a certificate, dated as of the Closing, signed by the Chief Executive Officer of the other, certifying the compliance with various closing conditions;

(xiii)    the execution by the relevant party or parties of the Additional Agreements and IRS Form W-9s;

(xiv)    HBC having provided all required third party consents;

(xv)     HBC having delivered to Nubia the financial statements required to be included in in Nubia’s SEC filings and the audited financial statements for the year ended December 31, 2022 prior to March 15, 2023.

(xvi)    the requisite stockholders of HBC having entered into a Company Lock-Up Agreement with respect to such holder’s shares of the Combined Company’s common stock;

(xvii)   G3 and HBC having complied with the terms of the Contribution Agreement and the restructuring of G3 having been completed;

(xviii)  G3 and the Company having agreed to enter into the Supply and License Agreement and the Shared Services Agreement;

(xix)    the Amended Charter having been filed with the Delaware Secretary of State and become effective;

(xx)     HBC and Nubia will have received a certificate, dated as of the Closing Date, from the Secretary of the other certifying certain matters;

(xxi)    each requisite party, as applicable, will have executed and delivered to the other party a copy of each Additional Agreement to which they are a party;

(xxii)   the receipt by HBC of the resignations of Nubia’s directors; and

(xxiii)  the post-Effective Time Combined Company’s Board of Directors and the HBC Board being in compliance with the size and composition requirements of the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation:

(i)     by the mutual written consent of the parties;

(ii)    by either Nubia or HBC if the Closing does not occur on or prior to September 15, 2023 (the “Outside Termination Date”), unless the breach of any covenants or obligations under the Merger Agreement by the party seeking to terminate (or, in the case of Nubia, by Merger Sub) proximately caused the failure to consummate the Transactions by the applicable date;

(iii)   by either Nubia or HBC if any governmental authority shall have issued an order, enacted a law, or taken any other action that has the effect of making the Transactions illegal or permanently restraining, enjoining, or otherwise prohibiting the consummation of the Transactions and such law, order or other action shall have become final and nonappealable, unless the failure by such party or its affiliates to comply with any provision of the Merger Agreement was a substantial cause of, or substantially resulted in, such action by such governmental authority;

(iv)   by Nubia, subject to certain exceptions, if HBC has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (A) 30 days after written notice thereof and (B) the Outside Termination Date;

(v)    by Nubia, subject to certain exceptions, if HBC does not receive the required stockholder approval of the Merger Agreement within five business days after the date when the proxy statement is cleared by the SEC; and

(vi)   by HBC, subject to certain exceptions, if Nubia or Merger Sub has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (A) 30 days after written notice thereof and (B) the Outside Termination Date.

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Merger Agreement or fraud.

Certain Related Agreements

Contribution Agreement.    HBC and G3 will enter into the Contribution Agreement pursuant to which, among other things, G3 will contribute and transfer to HBC all its right, title and interest in, to and under certain battery-related assets and HBC will assume certain related liabilities, as more specifically set forth thereunder. The parties intend that such contribution will qualify as a transaction described in Section 351(a) of the Code and the Treasury Regulations promulgated thereunder. The Contribution Agreement is attached as Annex F to this proxy statement.

Supply and License Agreement.    HBC and G3 will enter into the Supply and License Agreement pursuant to which, among other things, G3 will sell to and supply from time to time HBC certain graphene and graphite products and G3 will provide to HBC a non-exclusive license to certain G3 patents, technology and know-how relating to graphene production to make and have made graphene materials for HBC’s own needs, as more specifically set forth thereunder.

Shared Services Agreement.    HBC and G3 will enter into the Shared Services Agreement pursuant to which, among other things, G3 will continue to provide Honeycomb with certain operational and other support services, including assigning certain employees to work for Honeycomb to provide support to Honeycomb’s operations and sending its employees to Honeycomb on a short-term basis to provide support, and sharing the use of certain equipment, administrative office space, production space, laboratory space and loading space. In exchange for receipt of such services and uses, the Shared Services Agreement contemplates that the parties will pay fees to each other, as more specifically set forth thereunder.

Company Support Agreement.    G3, certain G3 securityholders and HBC will enter into the Company Support Agreement pursuant to which, among other things, each of G3 and such G3 securityholders has agreed to vote in favor of the approval of the Merger Agreement, approval of the business combination and the other transactions contemplated by the Merger Agreement.

Parent Support Agreement.    In connection with the execution of the Merger Agreement, the Sponsor, HBC and Nubia entered into the Parent Support Agreement pursuant to which the Sponsor agreed (i) to vote the shares of Nubia common stock held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) to not transfer, during the term of the Parent Support Agreement, any Nubia common stock owned by them, and (iii) to not transfer any Nubia common stock held by them in accordance with the lock-up provisions set forth in Nubia’s final prospectus filed with the U.S. Securities and Exchange Commission on June 14, 2021.

Registration Rights Agreement.    The HBC Shareholders, the Sponsor, and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) will enter into the Registration Rights Agreement with the Combined Company in the form attached hereto as Annex N. An aggregate of 78,616,000 shares of Common Stock will be entitled to registration (the “Registrable Securities”) pursuant to the Registration Rights Agreement, which consist of 3,087,500 founder shares held by the Sponsor, 123,500 representative shares held by EF Hutton, division of Benchmark Investments, LLC, 5,405,000 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor, and 70,000,000 shares of stock (minus up to 200,000 Holdback Shares, subject to adjustment for any additional interest or penalties, if the G3 Tax Lien is not released prior to Closing) to be issued to the HBC Shareholders as Merger Consideration. Up to an additional 22,500,000 shares of common stock may be entitled to registration under the Registration Rights Agreement in the event that the Earnout Shares vest in accordance with the terms of the Merger Agreement. At any time and from time to time after the Closing, either (i) G3 or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Each of G3 and the Sponsor are entitled to exercise two demand registrations under the Registration Right Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Registrable Securities. The Combined Company will bear the expenses incurred in connection with the filing of any registration statements under the Registration Rights Agreement.

Company Lock-Up Agreement.    HBC and the HBC Shareholders will enter into the Company Lock-Up Agreement pursuant to which, among other things, the HBC Shareholders will agree to the restriction of the sale, transfer or other disposition of certain of the shares they will receive at the Closing in connection with the business combination.

Incentive Plan.    On [_], the Nubia Board approved a new equity incentive plan, the Solidion Technology, Inc. 2023 Stock Incentive Plan (the “Incentive Plan”). The purposes of the Incentive Plan are to enhance our ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to the Combined Company by providing these individuals with equity ownership and other incentive opportunities. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve approximately 9.5 million shares of our common stock for issuance pursuant to future grants made under the Incentive Plan. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan.”

Impact of the Business Combination on the Combined Company’s Public Float

As of the date of this proxy statement, there are (i) 7,130,617 shares of common stock issued and outstanding, which includes the 3,087,500 founder shares held by the Sponsor, the 3,919,617 public shares and the 123,500 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, and (ii) 11,580,000 warrants issued and outstanding, which includes the 5,405,000 private placement warrants held by the Sponsor and the 6,175,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Nubia’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement (without giving effect to the Transactions) the Nubia fully diluted share capital would be 18,710,617 common stock equivalents.

Upon completion of the Transactions, we anticipate that: (1) the HBC Shareholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of HBC, are expected to hold an ownership interest of 90.7% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of 4.0% of the issued and outstanding shares of the Combined Company’s Common Stock, and (3) Nubia’s public stockholders will retain an ownership interest of 5.1% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current Nubia stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that HBC will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      Consists of (i) 68,250,000 shares to be held by G3 and (ii) 1,750,000 shares to be held by Arbor Lake. Dr. Jang is the Chairman of the Board of Directors of G3 and, as a result, may be deemed to beneficially own and have shared voting power and shared dispositive power with respect to the G3 Shares. Dr. Jang expressly disclaims ownership of the G3 Shares. The address for Dr. Jang and G3 is 1235 McCook Ave., Dayton, Ohio 45404.

(2)      Does not includes shares subject to the earn out.

(3)      Does not include warrants of 11,580,000.

(4)      Assumes all 3,919,617 shares held by the Nubia public stockholders are redeemed.

(5)      After giving effect for the June 14, 2023 redemption.

(6)      Assumes the G3 Tax Lien is released prior to Closing and the Holdback Shares are issued at Closing.

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Background of the Transactions

The terms of the Merger Agreement and related ancillary documents are the result of extensive negotiations between Nubia, Honeycomb and their respective representatives. The following is a brief description of Nubia’s formation, the background of Nubia’s previous attempts at a business combination, its negotiations with and evaluation

of Honeycomb, the Merger Agreement, the Merger, and the related transactions. The following is not intended to be a list of all opportunities initially evaluated or explored or discussions held by Nubia, but rather summarizes the key meetings and events that led to the signing of the Merger Agreement with HBC and includes all information that Nubia and Honeycomb consider material regarding the negotiation of the Merger. All dates and times referred to in the following chronology are Eastern Standard Time in the United States unless otherwise indicated.

Nubia Brand International Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Nubia was incorporated under the laws of Delaware on June 14, 2021.

On March 15, 2022, Nubia closed its initial public offering of 12,350,000 units, including the exercise of the over-allotment option to the extent of 1,350,000 units, with each unit consisting of one share of its Class A common stock and one-half of one warrant, each whole warrant to purchase one share of its Class A common stock at a purchase price of $11.50 per share, subject to adjustment as provided in Nubia’s final prospectus filed with the Securities and Exchange Commission on March 14, 2022 (File No. 333-261114). The units from the Nubia IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $123,500,000.

Simultaneously with the consummation of the Nubia IPO and the exercise of the underwriters’ over-allotment option, Nubia consummated the private sale of 5,405,000 warrants at $1.00 per warrant for an aggregate purchase price of $5,405,000. A total of $125,970,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Nubia IPO was conducted pursuant to a registration statement on Form S-1 that became effective on March 10, 2022.

Prior to the consummation of the IPO, neither Nubia, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target regarding a business combination with Nubia.

Promptly following its IPO, Nubia commenced consideration and evaluation of potential target businesses with the objective of consummating a business combination. Nubia focused its search for potential target businesses by utilizing internal research and the networks of relationships of its management, board of directors and with professional service providers (including lawyers, accountants, consultants, and investment bankers). Nubia educated these parties on its structure as a special purpose acquisition company (“SPAC”) and its criteria for an acquisition. Nubia also responded to inquiries from investment bankers or other similar professionals who represented companies engaged in either a sale or financing process. On a regular basis, Nubia’s directors were updated with respect to the status of the search for a potential target for the business combination. Input received from Nubia’s directors was material to its management’s evaluation of a potential business combination.

From the closing of the IPO through the signing of the Merger Agreement with HBC on February 16, 2023, representatives of Nubia contacted and were contacted by numerous individuals and entities with respect to business combination opportunities and engaged in discussions with several possible targets with respect to a potential business combination. In all, prior to the execution of the Merger Agreement, representatives of Nubia evaluated over 100 potential initial business combinations. Nubia executed more than 40 non-disclosure agreements on standard terms during the course, in addition to its non-disclosure and confidentiality agreement with HBC dated as of November 10, 2023 (the “NDA”). Nubia entered into 4 non-binding letters of intent (“LOI”)and had active discussions with 4 target companies in addition to Honeycomb.

One of the potential targets which Nubia considered, Company A, was a biotech company specializing in pharmaceutical solutions for oncology, malaria and COVID 19. Nubia was introduced to Company A by the Sponsor on April 29, 2022, after which Nubia determined to execute a non-disclosure agreement with Company A to continue discussions. The parties subsequently signed an LOI on May 4, 2022. Nubia conducted due diligence on Company A, including review of historic and budgeted projected statements. Representatives of Nubia met with representatives of Company A on over twelve occasions via conference call and in person. Nubia ultimately determined not to pursue Company A due to differences around valuation. The last correspondence between Nubia and Company A was on August 5, 2022, and there was no further communication, negotiation, or diligence conducted after that date.

Another potential target, Company B, was a Mobile Virtual Network Operator (MVNO). Representatives of Nubia were contacted by legal representatives of Company B with regard to a potential business combination with Company B on May 18, 2022, after which Nubia determined to execute a non-disclosure agreement with Company B to continue discussions. Nubia subsequently signed an Indication of Interest (IOI) on July 12, 2022. Nubia conducted conference calls and virtual meetings with representatives of Company B on more than ten occasions and engaged in due diligence on Company B. As a result of the discussions with Company B and Nubia’s

due diligence, Nubia determined to end its pursuit of Company B as a potential target due to concerns over the proposed valuation. The last correspondence between Nubia and Company B was on August 12, 2022, and there was no further communication, negotiation, or diligence conducted after that date.

Nubia’s third potential target, Company C, was a satellite internet provider that launched third party satellites around the world. Representatives of Nubia were contacted by an investment bank that Nubia had previously considered as an underwriter for its IPO with regard to a potential business combination with Company C on April 22, 2022, after which Nubia determined to execute a non-disclosure agreement with Company C to continue discussions. Nubia conducted conference calls and virtual meetings with representatives of Company C on more than three occasions and engaged in due diligence on Company C. Nubia ultimately ceased discussions with Company C because the investment bank was insisting on including mutual exclusivity provisions in the LOI, which Nubia determined was not appropriate at the time. The last correspondence between Nubia and Company C was on May 3, 2022, and there was no further communication, negotiation, or diligence conducted after that date.

Nubia’s fourth potential target, Company D, was a manufacturer of battery storage equipment and solutions. Nubia was introduced to Company D by the Sponsor on July 5, 2022, after which Nubia determined to execute a non-disclosure agreement with Company D to continue discussions. The parties subsequently signed an LOI on August 18, 2022. Nubia conducted due diligence on Company D, including review of historic and budgeted projected statements. Representatives of Nubia met with representatives of Company D on over twenty-five occasions via conference call and in person. Nubia ultimately determined not to pursue Company D due to differences around the minimum cash condition. The last correspondence between Nubia and Company D was on December 14, 2022, and there was no further communication, negotiation, or diligence conducted after that date.

Nubia’s fifth potential target, Company E, was an overseas company that operated parochial schools. Representatives of Nubia were contacted by an investment banker with regard to a potential business combination with Company E on December 3, 2022, after which Nubia determined to execute a non-disclosure agreement with Company E to continue discussions. Representatives of Nubia conducted due diligence conference calls with representatives of Company E and reviewed documents and data provided by Company E. Nubia ultimately ceased discussions with Company E because the PCAOB audit had not yet started. The last correspondence between Nubia and Company E was on January 26, 2023, and there was no further communication, negotiation, or diligence conducted after that date.

Nubia’s sixth potential target, Company F, was a biotech company currently listed on Nasdaq OTC. Nubia was introduced to Company F by the Sponsor on December 28, 2022, after which Nubia determined to execute a non-disclosure agreement with Company A to continue discussions. Representatives of Nubia conducted due diligence conference calls with representatives of Company F and reviewed documents and data provided by Company F. Nubia ultimately ceased discussions with Company F because the company was seeking a much higher valuation with the merger than they currently had on the OTC. The last correspondence between Nubia and Company F was on January 26, 2023, and there was no further communication, negotiation, or diligence conducted after that date.

Nubia’s seventh potential target, Company G, was a Canadian based oil and gas company currently listed on Nasdaq OTC. Nubia was introduced to Company G by the Sponsor on December 10, 2022, after which Nubia determined to execute a non-disclosure agreement with Company G to continue discussions. Representatives of Nubia conducted due diligence conference calls with representatives of Company G and reviewed documents and data provided by Company G. Nubia ultimately ceased discussions with Company G because the company was seeking a much higher valuation with the merger than they currently had on the OTC. The last correspondence between Nubia and Company G was on January 26, 2023, and there was no further communication, negotiation, or diligence conducted after that date.

The Background of Nubia’s Interaction with Honeycomb

On April 29, 2022, Nubia received an email from Amelie Fang of Arbor Lake Capital (“Arbor Lake”) to gauge Nubia’s interest in a business combination with a light manufacturing company. Arbor Lake is a consulting and investment firm. Arbor Lake Capital has no direct or indirect financial interest with Nubia’s Board or Officers. No member of Nubia’s board or management has any direct or indirect financial interest with Arbor Lake.

On May 12, 2022, Nubia and Arbor Lake discussed the light manufacturing company via a virtual meeting. After conducting extensive due diligence, Nubia determined that the light manufacturing company did not meet its business combination criteria.

On November 8, 2022, Nubia was once again contacted by Amelie Fang regarding HBC, a domestic battery storage technology subsidiary of G3, that was interested in having a merger discussion. Nubia’s management team extensively researched both the battery storage market and the electric vehicle sector during its negotiations with Company D and had developed a strong interest in pursuing a business combination in the battery manufacturing industry.

On November 9, 2022, Nubia and Arbor Lake conducted a virtual call and had an in-depth discussion regarding Honeycomb. During the call, Nubia expressed desire to meet with the G3 team and discuss at a high level a potential business combination. On November 10, 2022, Nubia and G3 entered into a non-disclosure agreement to facilitate further discussions and diligence related to a potential business combination.

On November 14, 2022, representatives of Nubia, G3, and Arbor Lake met via video conference during which Dr. Bor Z. Jang, the Chief Executive Officer of G3, presented an overview of Honeycomb’s business, technology, finances, market position and strategy. During the meeting, Mr. Winters also discussed the background of Nubia and its objectives in searching for a business combination partner.

On November 16, 2022, Nubia was granted access to the data room of Honeycomb. Having previously conducted extensive market research on energy storage targets during the search process, Nubia’s management team focused on the physical assets, financial information, intellectual property and talent that would be a part of the acquisition. From November 16, 2022 to November 28, 2022, Nubia’s management analyzed various financial models, industry comparables for valuation purposes and ran side by side inspection of Honeycomb’s overall prospects compared to other battery storage entities that recently entered the public markets. Additionally, during this period, both parties held ad hoc discussions about the total valuation of Honeycomb.

As part of an extensive and ongoing comparable public companies analysis, Nubia analyzed over 12 energy storage SPAC mergers, 10 global conventional Li-ion battery manufacturers and several clean technology businesses. During the analysis, Nubia viewed a recently announced deal involving a comparable company, Amprius, an energy storage business that agreed to merge with Kensington Capital (NYSE: KCAC) with an enterprise value of $939 million, as a hypothetical valuation ceiling. Nubia conducted extensive analysis using a discounted cash flow model (DCF) and considered Honeycomb’s equity risk premium, company-specific risk premium, future cost of capital and risk beta, all to determine the discount rate and, subsequently, a valuation range. Nubia’s valuation model was compared with other discounted cash flow models in the public domain for similarly situated enterprises in the same sector. Nubia’s model indicated a range for valuation purposes of between approximately $600 million and $1.0 billion. Amid the weakening public markets and increasing inflation risk, Nubia decided to propose an initial valuation of $600 million (to view the full valuation analysis, see section “Summary of Nubia Financial Analysis” in this proxy statement).

On November 18, 2022, during a regular meeting of the Nubia Board, Nubia’s management advised the directors that Nubia was preparing a draft letter of intent regarding the Merger.

On November 21, 2022, representatives of Nubia, G3, and Arbor Lake met via video conference to discuss Honeycomb’s organizational chart and employees, cash burn and financing needs.

On November 28, 2022, Mr. Winters emailed Dr. Jang an initial draft of the non-binding letter of intent, which reflected a proposed pre-Merger consolidated enterprise value of Honeycomb of $600 million. The LOI outlined the proposed terms for the Merger for discussion purposes, including, among other things, structuring considerations, and sources and uses of capital. The draft LOI contained a one-way exclusivity provision restricting Honeycomb from exploring an acquisition transaction for a period of 20 calendar days. In terms of post-closing governance of the Combined Company, the LOI proposed that two nominees of Nubia will be appointed to the seven-member board of the Combined Company. The LOI also provided for key terms regarding lock-up arrangements with respect to securities of the Combined Company to be held by the Sponsor and G3. In a telephonic meeting held on November 30, 2022, Honeycomb proposed an $800 million counter valuation to Nubia’s price of $600 million. On December 4, 2022 and December 5, 2022, Nubia’s management team revisited its research and financial assumptions and discussed the proposed valuation with EF Hutton, Nubia’s financial advisor in connection with the Business Combination. Following several telephonic conversations, both parties agreed to a valuation of $700 million, plus up to an additional $225,000,000 in the form of earn-out shares (the “Earnout Payment”) in accordance with the following schedule:

(a)     5 million earn-out shares of the Surviving Company will be issued when and if the volume-weighted average price per share of the Surviving Company is $12.50 or greater for 20 trading days during any consecutive 30-day trading period during the period commencing on the date that is 6 months after the closing of the Merger and ending at the second anniversary of the closing of the Merger.

(b)    7.5 million earn-out shares of the Surviving Company will be issued when and if the volume-weighted average price per share of the Surviving Company is $15.00 or greater for 20 trading days during any consecutive 30-day trading period during the period commencing on the date that is 6 months after the closing of the Merger and ending at the 30 month anniversary of the closing of the Merger.

(c)     10 million earn-out shares of the Surviving Company will be issued when and if the volume-weighted average price per share of the Surviving Company is $25.00 or greater for 20 trading days during any consecutive 30-day trading period during the period commencing on the date that is 6 months after the closing of the Merger and ending at the third anniversary of the closing of the Merger.

Between November 29, 2022 and December 4, 2022, Dr. Jang and Robert Crouch, Vice President, Legal Affairs, of G3 and Mr. Winters and Mr. Prantsevich of Nubia had several telephonic discussions mainly about the management structure of the Combined Company, the strategic opportunities for business growth to the Combined Company, and how the existing management of Nubia could add value to the Combined Company as officers after the closing of the proposed Merger. During such discussions, Honeycomb and Nubia also reviewed and discussed the proposed valuation of Honeycomb in the Merger based upon the sharing of some services normally provided by the parent company, G3. Following such discussions, Honeycomb and Nubia agreed that (i) it is fair to Honeycomb and Nubia that a pre-Merger enterprise value of $700 million would be the valuation of Honeycomb in the Merger (subject to the Earnout Payment); and (ii) after closing of the proposed Merger, Nubia’s current CEO and CFO would assume the roles of CEO and CFO of the Combined Company along with certain members of Honeycomb’s existing management team, who will continue to help manage the businesses and daily operations of the Combined Company.

On December 8, 2022, Nubia and HBC executed the LOI. The LOI set forth key terms of the Merger as well as standard confidentiality and due diligence terms. The LOI contemplated a business combination which would value Honeycomb at a fully-diluted pre-Merger enterprise value of $700 million plus the Earnout Payment.

The LOI provided that the initial board of directors of the Combined Company will consist of seven directors, five of whom would be designated by G3 and two of whom would be designated by the Sponsor. The LOI did not provide for a minimum cash condition or any financing. The LOI was non-binding and subject to execution of a definitive agreement signed by all parties with respect to the Merger. The LOI did not include an exclusivity provision. Nubia was active in considering other potential targets and continued to conduct meetings with other potential targets prior to the execution of the definitive agreements.

On December 9, 2022, the Nubia Board met via video conference to discuss the progress of the Honeycomb merger. The Nubia management team routinely updated the Nubia Board on new potential business combination candidates added to the management’s target search, candidates no longer considered, the progress of Honeycomb merger negotiations, the expected date of the completion of the Merger Agreement and fairness opinion.

On December 13, 2022, as a part of its diligence review, Nubia engaged Davey Thomas, an electrical engineer with several decades of experience in battery storage applications, development and manufacturing, to serve as a technical advisor.

On December 16, 2022, Mr. Winters and Mr. Prantsevich had a call with Dr. Jang and Kevin Hong of Arbor Lake to discuss potential financing for the Merger. During such discussion, Dr. Jang highlighted that in order for Honeycomb to meet milestones and successful development of Honeycomb’s products, including anode products and battery cell products being commercial-ready by 2025 and the ability to scale up to meet production capacity goals for anode products (222,000 MT) and battery cells (approximately 72 GWh) by 2030, Honeycomb would need at least $20 million in working capital after the Closing. The parties agreed that Nubia, with the assistance Honeycomb, would use commercially reasonable best efforts to raise up to $70 million in equity financing within 30 days of the closing of the Merger in order to meet the investment needs of the Combined Company. Subsequently, the Nubia management team had several calls with various potential financing sources to discuss the transaction financing. It became apparent over time that equity facilities typically associated with SPAC mergers (i.e., PIPE) had become extremely challenging, but at-the-money (“ATM”) type of financings were being utilized in a number of SPAC transactions. Commercial terms for each ATM facility tended to vary by risk, duration, ability to draw funds and size. For example, one investment bank offered “VWAP on the Purchase Date, less three percent (3.0%) excluding block trades and any trade exceeding 20,000 shares or 5% of daily volume with a facility size of $100 million for three years” while another proposed a “VWAP Purchase equal to 97.0% of the VWAP of the Common Stock for the

period on the applicable Purchase Date for two years totaling $140 million.” The Nubia team also discussed Forward Share Purchase Agreements (“FSPAs”) with various investment banks. The FSPAs had varying terms based upon the same metrics as the committed equity facility. As of the date of this proxy statement, Nubia and Honeycomb have not entered into any agreements relating to transaction financing for the proposed Merger. The management teams of Nubia and Honeycomb are continuing to analyze the available financing options based on cost, amount available under the facility and future effects that any financing would have on the capitalization of the Combined Company. Nubia, Nubia’s sponsor, Honeycomb and their affiliates have no prior relationships with any of the potential financing sources being considered in connection with the Merger.

Between December 20, 2022 and December 21, 2022, Nubia’s representatives were given a tour of Honeycomb’s research and development and production facilities at Honeycomb’s corporate headquarters in Dayton, Ohio. Nubia conducted in-depth technical and accounting due diligence that involved management interviews and group discussions, a review of Honeycomb’s underlying intellectual property, product line, potential customers and product applications, road to commercialization, and overall business model.

On December 21, 2022, the management teams of Nubia and Honeycomb had further discussions about the timeline of the merger and post-closing arrangements. Towards that end, both parties spent a fair amount of time reviewing the current staff and management levels of responsibility. It was noted that the management team of Honeycomb had significant technical experience related to battery materials but very little financial and business expertise, especially as it pertained to public companies. It was further discussed that while Dr. Bor Jang, the primary inventor of the technology used by Honeycomb, could technically contribute 100% of his time to Honeycomb, it would be in the best interests of the shareholders of the Combined Company if there was a degree of managerial separation between the management team of the Combined Company and G3, its majority shareholder which is led by Dr. Jang. As discussed above, the parties had previously discussed Mr. Winters and Mr. Prantsevich as potential members of the management team of the Combined Company. Mr. Winters has over 20 years of experience as a CEO as well as experience with public companies and has had substantial recent interactions with institutional investors in his role as CEO of Nubia. Mr. Prantsevich also had a similar amount of recent contact with the investment community and several years as a finance officer for an electronic manufacturing company. Based on the above discussions and logic, it was decided that Dr. Jang would be the post-closing Executive Chairman, and Mr. Winters and Mr. Prantsevich would serve as the Combined Company’s Chief Executive Officer and Chief Financial Officer, respectively.

On December 22, 2022, Honeycomb engaged Benesch, Friedlander, Coplan & Aronoff LLP (“Benesch”) to serve as legal counsel to Honeycomb in relation to the Merger.

On December 23, 2022, Loeb & Loeb LLP (“Loeb & Loeb”), Nubia’s counsel, was introduced to Honeycomb and Benesch electronically, and, on December 27, 2022, representatives of Loeb & Loeb and Benesch had an initial discussion regarding the structure of the transaction and related matters. The Benesch team initially proposed a tax-free spin-off of Honeycomb by G3 prior to the consummation of the Merger. Loeb highlighted the risk of substantial delay of the completion of the Merger due to the time required to complete a tax-free spin-off. Subsequent to this initial communication, representatives of Loeb & Loeb and Benesch had numerous exchanges and discussions regarding technical requirements specific to this transaction, including SEC filing requirements, Nasdaq compliance requirements and potential transaction structures.

On January 10, 2023, Nubia’s board of directors and advisory team met to discuss the progress of the Merger discussions. The Nubia management team provided an update to the board of directors with respect to the proposed Merger. Nubia’s management team granted the board access to the due diligence data room, which contained, among other things, the basis of the valuation, various cash flow projections, the technical report compiled by Mr. Thomas and detailed, in-depth materials about Honeycomb. See “— Selected Comparable Public Company Analysis” for additional information about the selected comparable public company analysis prepared by Nubia’s management and reviewed by the board of directors with reference to Honeycomb’s financial performance.

On December 27, 2022, Loeb & Loeb emailed a due diligence request list to Benesch and the Honeycomb management team. On January 16, 2023, Nubia, via video conference with Honeycomb’s management team, reviewed and discussed open due diligence items. There were no significant issues discovered by Nubia during the diligence process.

On January 5, 2023, Nubia interviewed via virtual meeting the first candidate for a review of the fairness of the valuation of the proposed Merger. Due to the firm’s lead times and lack of experience with battery storage, Nubia decided to interview additional specialists.

On January 5, 2023, Nubia’s management and representatives of Arbor Lake and Honeycomb held a video conference to discuss due diligence matters, supply and services contract considerations, graphene and graphite intellectual property, and product applications in the graphite space.

On January 9, 2023, Nubia interviewed via video conference the second candidate for fairness opinion services. Due to the firm’s workload and lack of experience with battery storage, Nubia decided to interview additional specialists.

On January 9, 2023, Nubia interviewed via video conference a third candidate for fairness opinion services. EverEdge Global (“EverEdge”) specializes in, among other things, fairness opinions, valuation services, and intangible asset valuations.

On January 10, 2023, Nubia engaged EverEdge to review Nubia’s valuation of Honeycomb, including analyzing public market comparables and a discounted cash flow model. EverEdge has successfully completed more than 2,500 client engagements, including Fortune 100 corporations, institutional investors, governments, research institutes and SPACs. Neither Nubia nor Honeycomb had any previous relationship with EverEdge. The payment of the fairness opinion fee was not contingent on the closing of the business combination. See “— Fairness Opinion of EverEdge Global” for additional information about the opinion delivered by EverEdge to Nubia’s board of directors.

On January 11, 2023, Loeb & Loeb, Benesch and representatives of Nubia and G3 held several conference calls to discuss tax structure and other principal terms of the Merger Agreement and ancillary documents. Discussions continued on these topics among members of Loeb & Loeb and Benesch on January 12, 2023. With respect to tax structure, following review of timing considerations by Benesch and Loeb tax specialists, it was determined that G3 would not conduct a tax-free spin-off of Honeycomb. Both Nubia and Honeycomb agreed that it was appropriate to structure the proposed transaction as a reverse triangular merger with Honeycomb continuing after the Closing as an Ohio corporation and wholly-owned subsidiary of Nubia.

On January 17, 2023, representatives of Loeb & Loeb sent Benesch an initial draft of the Merger Agreement. Subsequently and until the execution of the Merger Agreement on February 16, 2023, representatives of Loeb & Loeb and Benesch exchanged multiple drafts of the Merger Agreement and related ancillary documents and also engaged in multiple conversations and communications. The principal terms of the Merger Agreement and related ancillary documents negotiated during such time related to, among other things, (i) the structure and terms of the Merger, (ii) the scope of representations, warranties and covenants made by each of HBC and Nubia, (iii) the closing conditions and approvals required to consummate the Merger, (iv) certain provisions related to the transaction financing, (v) the scope of the terms of the Contribution Agreement, Supply and License Agreement, Shared Services Agreement, Parent Support Agreement, Company Shareholder Support Agreement, Company Shareholder Lock-up Agreement, Registration Rights Agreement and other ancillary documents relating to the Merger, and (vi) corporate governance of the Combined Company following the Merger.

On January 25, 2023, Nubia held an introductory meeting by video conference with Honeycomb and the representatives of a certain investment bank regarding an FSPA. The purpose of the meeting was to introduce both parties to each other and to have the investment bank answer any questions as to how the facility worked and the expected outcomes under various scenarios. During the call, the investment bank representatives presented key terms, timing and logistics of the FSPA.

On January 26, 2023, Nubia held an introductory meeting by video conference with G3 and middle market investment bank representatives regarding a committed equity financing facility. The purpose of the meeting was to introduce both parties to each other and to have the investment bank answer any questions as to how the facility worked and the expected outcomes under various scenarios.

On February 3, 2023, the board of directors of HBC unanimously approved HBC’s entry into the Merger Agreement and the ancillary documents, as well as other corporate matters in connection with the Merger.

On February 6, 2023, Nubia and Honeycomb exchanged revised documents to reflect the following key terms:1) the ability of Honeycomb to revise its tax structure if the opportunity arose, 2) the impact of a change of control on the Earnout Payment schedule, and 3) technical clarifications and corrections to the Contribution Agreement and Shared Services Agreement.

On February 7, 2023, representatives of Nubia, Honeycomb, Loeb & Loeb, and Benesch had a virtual call to discuss the timeline and planning for announcing the execution of the Merger Agreement.

On February 13, 2023, the Nubia Board met via video conference. In attendance were all members of the board and representatives of Loeb & Loeb, and they discussed the latest developments regarding transaction financing, Merger Agreement status and the proxy statement process.

On February 15, 2023, the Nubia Board met via video conference. In attendance were all members of the board and a representative of Loeb & Loeb. Following a presentation by EverEdge regarding the fairness, from a financial point of view, of the consideration to paid to HBC in the Merger, and deliberations by members of the board of directors, the Nubia Board unanimously approved Nubia’s entry into the Merger Agreement and ancillary documents, as well as other corporate matters in connection with the Merger.

On February 15, 2023, the sole director and sole shareholder of Merger Sub adopted the respective written resolutions approving the Merger Agreement and the transactions contemplated therein (including the Merger), as well as other corporate matters in connection with the Merger.

On February 16, 2023, Nubia, HBC and the Merger Sub executed the Merger Agreement and other related transaction agreements.

On February 16, 2023, prior to market open, Nubia and HBC issued a joint press release announcing the Merger. On February 17, 2023, Nubia filed a Current Report on Form 8-K that included the Merger Agreement, other agreements entered into in connection with the Merger, and a joint press release as exhibits.

On March 13, 2023, in accordance with Nubia’s current certificate of incorporation, Nubia contributed an aggregate of $1,235,000 (or $0.10 per share for each outstanding public share) to the trust account and extended the time to complete a business combination from March 15, 2023 to June 15, 2023. Nubia issued a press release announcing the extension on March 16, 2023.

On June 14, 2023, Nubia held a special meeting of stockholders, at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation to allow Nubia to extend the date by which Nubia must consummate a business combination from June 15, 2023 (the date that is 15 months from the closing date of the Nubia IPO) to December 15, 2023 (the date that is 21 months from the closing date of the Nubia IPO) (the “Amended Date”) by depositing the lesser of (a) $125,000 and (b) $0.045 per share per month for each one-month extension. Nubia’s stockholders elected to redeem an aggregate of 8,430,383 public shares, or 68.26% of the outstanding 12,350,000 public shares, in connection with the Extension Special Meeting. The redemption price was approximately $10.56 per share and amounted to a total of $89,038,493. As of June 12, 2023, after giving effect to the redemptions, there was $41,397,501 remaining in the Company’s trust account. On June 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to July 15, 2023 in accordance with the First Charter Amendment. On July 15, 2023, the Company deposited $125,000 into the trust account to extend the business combination period to August 15, 2023 in accordance with the First Charter Amendment.

Summary of Nubia Financial Analysis

The following is a summary of the material financial analysis conducted and reviewed by Nubia’s Board in connection with the valuation of Honeycomb. This analysis is separate from, and in addition to, the analysis provided in the Opinion of EverEdge Global delivered to the Nubia Board (see the section of this proxy statement entitled “Fairness Opinion of EverEdge Global Ltd.”). Nubia used the financial analyses for the purposes of calculating Honeycomb’s pre-money enterprise value proposed in the LOI and Merger Agreement. The summary set forth below does not purport to be a comprehensive description of the financial analyses performed or factors considered by Nubia nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Nubia’s Board.

As part of the extensive due diligence process, Nubia’s management evaluated the market opportunity of the energy storage sector, reviewed Honeycomb management’s financial projections, researched and assessed financial projection assumptions, and conducted a valuation analysis.

The primary valuation methodologies used by Nubia was Comparable Public Companies Analysis and Discounted Cash Flow (DCF) analysis. Key assumptions provided by Honeycomb, and used in valuation methodologies, were assessed using the knowledge and expertise of Nubia’s representatives, third party energy storage industry analysts, SEC filings of publicly traded energy storage businesses, press releases, and investor presentations, along with other news publications and research available on the public domain. Key elements of enterprise valuation analysis were presented to Nubia’s Board as part of Nubia Board’s review and subsequent approval of the Merger.

Market Opportunity

Nubia management measured Honeycomb’s market opportunity by evaluating the demand for advanced battery materials, battery cells, and battery packs over the next several decades. According to McKinsey & Company’s 2022 analysis “Battery 2030: Resilient, sustainable, and circular,” the total global battery supply chain size (mining, refining, active materials, cell, pack, and recycling) for electric mobility, battery electric storage systems and consumer goods applications, is projected to reach a value of more than $400 billion and a market size of 4.7 Terawatt hours (TWh) by 2030. This is indicative of a compound annual growth rate (CAGR) opportunity of approximately 27%. Research conducted by a variety of battery industry experts, including Bloomberg NEF, Equity Research and The Brainy Insights, tell a similar industry growth story. Honeycomb’s revenue opportunity is in active materials, cell and pack segments, which is anticipated to have a total addressable market of more than $300 billion by 2030 according to McKinsey & Company.

The key demand drivers in the battery space are improved energy density, improved safety, reduced cost, faster charging, growing consumer desire for clean energy vehicles, regulatory shift toward sustainability, original equipment manufacturer (OEM) movement to achieve new emission-reduction targets and grid conversions. The recent regulatory shift toward sustainability involves new net-zero targets for carbon emissions and guidelines, including tax credits and incentives provided by the U.S. Inflation Reduction Act and Bipartisan Infrastructure Law. After extensive analysis of Honeycomb’s intellectual property, product roadmap, value proposition, and eligibility for future subsidies, Nubia views Honeycomb as well positioned to capitalize on the once in a century market opportunity.

Honeycomb’s Financial Projections

Nubia and Honeycomb do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, prior to approval by the Nubia board of directors on February 15, 2023, and the execution of the Merger Agreement and related agreements, Honeycomb provided Nubia with recently prepared, internal financial projections for each of the years in the eight-year period ending December 31, 2030. The financial projections presented in this proxy statement constitute the entirety of the financial forecasts presented to the Nubia Board in approving the Business Combination, and to EverEdge in issuing its fairness opinion. The decision to prepare projections until 2030 was based on Honeycomb management’s assessment that such time period would represent the first eight years of revenue generation and its assessment that such eight year revenue forecast was a reasonable time period for forecasting pre-commercial products at their current stage of development. As further discussed below, the financial statements are based solely on assumptions regarding growth rates. Honeycomb is an early-stage company with limited operations. Excluding immaterial anode product sample revenues generated during the customer testing and evaluation process, Honeycomb has not historically generated revenue. Honeycomb’s management used a detailed bottom-up approach to projecting sales, beginning with anticipated demand organized by anode and solid-state battery products in its development pipeline and prospective customers in the electric vehicle and energy storage industries. Revenue projections for each product were benchmarked against estimated U.S. market size gathered from primary and secondary industry research. A summary of the financial projections is set forth below.

The projected financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, but, in the view of Nubia’s management, reflects currently available estimates and assumptions, was prepared on a reasonable basis and presents, to the best of management’s knowledge and belief, the expected implementation of Honeycomb’s business plan and the expected future financial performance, in each case at the time such information was provided to the Nubia Board, which may be different from the information currently available at the time of filing this proxy statement. As such, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information.

The inclusion of the financial projections should not be deemed an admission or representation by Nubia, or Honeycomb or any of their respective officers, directors, affiliates, advisors, or other representatives with respect to such financial projections. The financial projections are not included to influence your views on the Merger and are summarized in this proxy statement solely to provide stockholders access to certain non-public information considered by the Honeycomb board of directors in connection with its evaluation of the Merger and provided to the Nubia Board in connection with its consideration of the Merger and to Nubia’s financial advisor, EverEdge, to assist with its

financial analyses as described in the section entitled “— Opinion of Nubia’s Financial Advisor.” The information from the financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Honeycomb in this proxy statement.

The projected financials were prepared by Honeycomb’s management. Nubia’s management was not involved in the development of any of the below Honeycomb projections and assumptions, and independently discussed, reviewed, confirmed or verified a limited number of such assumptions, or the reasonableness thereof. No independent auditors have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial projections and, accordingly, neither Nubia’s nor Honeycomb’s independent auditors express an opinion or any other form of assurance with respect thereto or its achievability, and each assumes no responsibility for, and disclaims any association with, the financial projections. The audit reports included in this proxy statement relate to historical financial information. They do not extend to the prospective financial information and should not be read to do so.

The key elements of the Honeycomb’s projections provided to Nubia and relied upon by Nubia in its valuation analysis are set forth in the table below:

____________

(1)      All amounts are estimates as of the date such projections were prepared.

(2)      Other revenue sources include licensing revenues and other battery solutions.

(3)      Cost of goods forecasts and assumptions are based on Honeycomb’s detailed product Bill of Materials (BOM), direct labor, production overhead costs and other production related costs associated with manufacturing active materials and solid-state battery cells. Projections include the planned use of toll manufacturing and joint ventures.

(4)      Operating expense projections include general and administrative expenses such as finance and legal, sales and marketing, investor relations, research & development expenses required to operate highly technical, competitive, and innovative, energy storage businesses and other operating expenses associated with operating as a public company.

(5)      Honeycomb defines EBITDA as net income (loss) before income tax provision and depreciation expense. EBITDA is not a financial measure prepared in accordance with GAAP and should not be considered a substitute for the net income (loss) prepared in accordance with GAAP

(6)      Capital expenditures include equipment, building improvements, instillation and other building support costs associated with setting up manufacturing of battery cells and active materials.