UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 30, 2023
Date of Report (Date of earliest event reported)
Nubia Brand International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41323 |
|
87-1993879 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
13355 Noel Rd, Suite 1100
Dallas, TX |
|
75240 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (972) 918-5120
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act |
| ☒ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant |
|
NUBIU |
|
The Nasdaq Capital Market LLC |
| Common Stock, par value $0.0001 per share |
|
NUBI |
|
The Nasdaq Capital Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
NUBIW |
|
The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01.
Other Events.
On
November 8, 2023, Nubia Brand International Corp. (the “Company” or “Nubia”) filed a definitive proxy statement
(as amended by the first supplement thereto, dated November 21, 2023, the “definitive proxy statement”) for the solicitation
of proxies in connection with a special meeting (the “Special Meeting”) of the Company’s stockholders to be held on
December 5, 2023, to vote upon, among other things, a proposal to adopt and approve that certain Merger Agreement by and among Nubia,
Honeycomb Battery Company, an Ohio corporation (“Honeycomb”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned
subsidiary of the Corporation, and the business combination contemplated thereby (the “Business Combination”).
On
November 30, 2023, the Company determined to postpone the Special Meeting until December 12, 2023 at 9:00 a.m. Eastern Time. Because Nubia
intends to postpone the meeting to December 12, 2023, the deadline for the submission of public shares of Nubia Class A common stock for
redemption will be extended to 5:00 p.m., Eastern Time, on December 8, 2023.
The
purpose of the postponement of the Special Meeting is to allow Nubia and Honeycomb additional time to satisfy certain of the conditions
to the closing of the Business Combination. Nubia and Honeycomb will continue to work on closing the Business Combination as soon as possible
following its approval by the stockholders of each of Nubia and Honeycomb and the satisfaction or waiver of any applicable closing conditions.
On
November 30, 2023, Nubia issued a press release announcing the postponement of the Special Meeting, which is filed herewith as Exhibit
99.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form
8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities
laws with respect to the proposed Transactions between Nubia and Honeycomb. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“think,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“seeks,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements
in this communication, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal
conditions; (ii) 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 Honeycomb
is not obtained; (iii) the outcome of any legal proceedings that may be instituted against Honeycomb or Nubia following announcement of
the proposed Transactions; (iv) failure to realize the anticipated benefits of the proposed Transactions; (v) risks relating to the uncertainty
of the projected financial information with respect to Honeycomb; (vi) risks related to the performance of Honeycomb’s batteries;
(vii) the extent to which original equipment manufacturers may elect to pursue other battery cell technologies; (viii) 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;
(ix) 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; (x) consumers’ willingness to adopt electric vehicles; (xi) 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; (xii) 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; (xiii) 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; (xiv) 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; (xv) the amount of redemption requests made by Nubia’s public stockholders; (xvi)
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; (xvii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;
(xviii) 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 (xix) those factors discussed in Nubia’s
filings with the SEC and that are contained in the preliminary proxy statement relating to the proposed Transactions initial filed with
the SEC on March 20, 2023.
The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in
the “Risk Factors” section of the preliminary proxy statement and the amendments thereto, the definitive proxy statement,
and other documents to be filed by Nubia from time to time with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while Nubia and Honeycomb may elect to update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither of Nubia or Honeycomb gives any assurance that Nubia or Honeycomb, or the Combined Company,
will achieve its expectations. These forward-looking statements should not be relied upon as representing Nubia’s or Honeycomb’s
assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Important Information for Investors and Stockholders
This document relates to a
proposed transaction between the Registrant and the Company. This document does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Registrant
filed a preliminary proxy statement with the SEC, and when available, will file a definitive proxy statement. Promptly after filing its
definitive proxy statement with the SEC, the Registrant will mail the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the Special Meeting relating to the transaction. The Registrant also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and security holders of the Registrant are urged to read the proxy
statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they
become available because they will contain important information about the proposed transaction. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents
filed by the Registrant with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Nubia and its directors and
executive officers may be deemed participants in the solicitation of proxies from Nubia’s stockholders with respect to the business
combination. Information about Nubia’s directors and executive officers and a description of their interests in Nubia will be included
in the proxy statement for the proposed transaction and be available at the SEC’s website (www.sec.gov). Additional information
regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available.
The Company and its directors
and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Nubia in connection
with the proposed business combination. Information about the Company’s directors and executive officers and information regarding
their interests in the proposed transaction will be included in the proxy statement for the proposed transaction.
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will
there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 4, 2023 |
NUBIA BRAND INTERNATIONAL CORP. |
| |
|
|
| |
By: |
/s/ Jaymes Winters |
| |
Name: |
Jaymes Winters |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Nubia Brand International Corp. Announces
Postponement of Special Meeting of Shareholders to Tuesday, December 12, 2023 at 9:00 a.m. EDT
Dallas, Texas, Nov. 30, 2023 (GLOBE NEWSWIRE) -- On November 8, 2023,
Nubia Brand International Corp. (the “Company” or “Nubia”) filed a definitive proxy statement (as amended by the
first supplement thereto, dated November 21, 2023, the “definitive proxy statement”) for the solicitation of proxies in connection
with a special meeting (the “Special Meeting”) of the Company’s stockholders to be held on December 5, 2023, to vote
upon, among other things, a proposal to adopt and approve that certain Merger Agreement by and among Nubia, Honeycomb Battery Company,
an Ohio corporation (“Honeycomb”), and Nubia Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of the Corporation,
and the business combination contemplated thereby (the “Business Combination”).
On November 30, 2023, the Company determined to postpone the Special
Meeting until December 12, 2023 at 9:00 a.m. Eastern Time. Because Nubia intends to postpone the meeting to December 12, 2023, the deadline
for the submission of public shares of Nubia Class A common stock for redemption will be extended to 5:00 p.m., Eastern Time, on December
8, 2023.
The purpose of the postponement of the Special Meeting is to allow
Nubia and Honeycomb additional time to satisfy certain of the conditions to the closing of the Business Combination. Nubia and Honeycomb
will continue to work on closing the Business Combination as soon as possible following its approval by the stockholders of each of Nubia
and Honeycomb and the satisfaction or waiver of any applicable closing conditions.
About Nubia Brand International Corp.
Nubia is a blank check company formed for the purpose of effecting
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one
or more businesses.
About Honeycomb
Honeycomb formerly the energy solutions division of Global Graphene
Group, Inc., is a Dayton, Ohio, USA-based advanced battery technology company focused on the development and commercialization of battery
materials, components, cells, and selected module/pack technologies.
Additional Information about the Proposed Transaction and Where
to Find It
This press release relates to a proposed transaction between Honeycomb
and Nubia. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein,
Nubia intends to file relevant materials with the SEC, including a proxy statement (that includes a preliminary proxy statement, and
when available, a definitive proxy statement). Promptly after filing its definitive proxy statement with the SEC, Nubia will mail the
definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction.
Nubia urges its investors, stockholders and other interested persons to read, when available, the proxy statement as well as other documents
filed with the SEC because these documents will contain important information about Nubia, Honeycomb and the business combination. Once
available, stockholders will also be able to obtain a copy of the proxy statement and other documents filed with the SEC without charge,
by directing a request to: Nubia Brand International Corp., Attn: Jaymes Winters, 13355 Noel Rd, Suite 1100, Dallas, TX. The preliminary
and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Nubia and its directors and executive officers may be deemed participants
in the solicitation of proxies from Nubia stockholders with respect to the proposed transaction. Information about Nubia’s directors
and executive officers and a description of their interests in Nubia will be included in the proxy statement for the proposed transaction
and be available at the SEC’s website (www.sec.gov). Additional information regarding the interests of such participants will be
contained in the proxy statement for the proposed transaction when available.
Honeycomb and its directors and executive officers also may be deemed
to be participants in the solicitation of proxies from the stockholders of Nubia in connection with the proposed transaction. Information
about the Company’s directors and executive officers and information regarding their interests in the proposed transaction will
be included in the proxy statement for the proposed transaction.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed transaction and does not constitute an offer to
sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation, exchange, or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act.
Forward-Looking Statements
This press release contains certain statements that are not historical
facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between
Nubia and Honeycomb. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “seeks,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but
not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of
the parties to successfully or timely consummate the proposed transaction, 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 transaction or that the approval of the shareholders of Nubia or Honeycomb is not obtained; (iii) the outcome
of any legal proceedings that may be instituted against Honeycomb or Nubia following announcement of the proposed transaction; (iv) failure
to realize the anticipated benefits of the proposed transaction; (v) risks relating to the uncertainty of the projected financial information
with respect to Honeycomb; (vi) risks related to the performance of Honeycomb’s batteries; (vii) the extent to which original equipment
manufacturers may elect to pursue other battery cell technologies; (viii) 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; (ix) 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; (x) consumers’ willingness to adopt electric vehicles; (xi) 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; (xii) 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; (xiii) 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; (xiv) 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; (xv) the amount of redemption requests made by Nubia’s public stockholders; (xvi) 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; (xvii) the outcome
of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xviii) 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 (xix) those factors discussed in Nubia’s filings with the SEC and that will be contained
in the proxy statement relating to the proposed transaction.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section
of the preliminary proxy statement and the amendments thereto, the definitive proxy statement, and other documents to be filed by Nubia
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Nubia and Honeycomb may elect
to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither of Nubia
or Honeycomb gives any assurance that Nubia or Honeycomb, or the combined company, will achieve its expectations. These forward-looking
statements should not be relied upon as representing Nubia’s or Honeycomb’s assessments as of any date subsequent to the date
of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contact Information:
Jaymes Winters
Chief Executive Officer
Nubia Brand International Corp.
jaymes@nubiabrand.us
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