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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
December 15, 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 1.01 Entry into a Material Definitive Agreement.
The information disclosed
in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved
by its stockholders at the Special Meeting (defined below), Nubia Brand International Corp. (“Nubia”) and Continental
Stock Transfer & Trust Company entered into an amendment, dated December 15, 2023, to the Investment Management Trust Agreement, dated
March 10, 2022, by and between Continental Stock Transfer & Trust Company and Nubia (as amended from time to time, the “IMTA
Amendment”). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information disclosed
in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved
by its stockholders at the Special Meeting, the Company filed a second certificate of amendment to its amended and restated certificate
of incorporation (the “Charter Amendment”) which became effective upon filing. The Charter Amendment changed the date
by which Nubia must consummate an initial business combination from December 15, 2023 to March 15, 2024. A copy of the Charter Amendment
is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submissions of Matters to a Vote
of Security Holders.
On December 15, 2023, Nubia
held a special meeting of stockholders (the “Special Meeting”). On November 6, 2023, the record date for the Special
Meeting, there were 7,130,617 issued and outstanding shares of Nubia’s common stock (the “Common Stock”) entitled
to vote at the Special Meeting, 85.36% of which were represented in person or by proxy.
The final results for each
of the matters submitted to a vote of Nubia’s stockholders at the Special Meeting are as follows:
Matters Voted On | |
For | | |
Against | | |
Abstain | |
Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination by three months from December 15, 2023 (the date that is 21 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to March 15, 2024 (the date that is 24 months from the closing date of the IPO. | |
| 5,183,118 | | |
| 903,368 | | |
| 0 | |
| |
| | | |
| | | |
| | |
Proposal to amend the Investment Management Trust Agreement, dated March 10, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO if the Company has not completed its initial business combination, by three months from December 15, 2023 (the date that is 21 months from the closing date of the IPO) to March 15, 2024 (the date that is 24 months from the closing date of the IPO). | |
| 5,183,117 | | |
| 903,369 | | |
| 0 | |
| |
| | | |
| | | |
| | |
Proposal to amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share, to convert into shares of the Company’s Class A common stock, par value $0.0001 per share on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”). | |
| 5,540,137 | | |
| 546,349 | | |
| 0 | |
The Founder Share Amendment Proposal was also
approved by the following vote of the Company’s Class B shares, voting as a separate class:
For | | |
% of Class B
Shares
Outstanding | | |
Against | | |
% of Class B
Shares
Outstanding | | |
Abstain | | |
% of Class B
Shares
Outstanding | |
| 3,087,500 | | |
| 100 | % | |
| 0 | | |
| 0.00 | % | |
| 0 | | |
| 0.00 | % |
Each of the proposals described
above was approved by Nubia’s stockholders.
Item 8.01. Other Events.
The supplement to the definitive proxy statement for the Special Meeting
which was filed on December 15, 2023 (the “December 15 Supplement”), was filed
inadvertently. The Company advises stockholders that the December 15 Supplement had no effect on the proposals voted upon at the Meeting,
or the voting results, which were finalized prior to the filing of the December 15 Supplement. As originally disclosed in the definitive
proxy statement for the Special Meeting, the Company will not be depositing additional funds into the trust account in order to extend
the time available for the Company to complete a business combination from December 15, 2023 to March 15, 2024.
Item 9.01. Financial Statements and Exhibits
(c) 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 15, 2023 |
|
|
|
NUBIA BRAND INTERNATIONAL CORP. |
|
|
|
By: |
/s/ Jaymes Winters |
|
Name: |
Jaymes Winters |
|
Title: |
Chief Executive Officer |
3
Exhibit 3.1
Exhibit 10.1
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this
“Amendment”) is made as of December 15, 2023, by and between Nubia Brand International Corp., a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in that certain Investment Management Trust Agreement, dated March 10, 2022, by and between the parties hereto (as amended
on June 14, 2023, the “Trust Agreement”).
WHEREAS, $123,500,000 of the gross proceeds from the Offering and sale
of the Private Placement Warrants was deposited into the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement provides that
the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt
of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 21 months after the closing of
the Offering if a Termination Letter has not been received by the Trustee prior to such date;
WHEREAS, Section 6(d) of the Trust Agreement provides that
Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of sixty-five percent
(65%) of the then outstanding shares of common stock of the Company, voting together as a single class;
WHEREAS, at a Special Meeting of the Company held on December 15,
2023 (the “Special Meeting”), the Company’s stockholders, among other things, approved a proposal to amend
the Trust Agreement giving the Company the right to extend the date by which it has to consummate a business combination from December 15,
2023 until March 15, 2024; and
WHEREAS, each of the Company and Trustee desire to amend the Trust
Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. | Amendment to Section 1(i). Section 1(i) of
the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes or to fund the Company’s working
capital requirements (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a
Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to therein;
or (y) March 15, 2024 (the “Deadline Date”), if a Termination Letter has not been received by the
Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that
in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins
to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i),
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the
Public Stockholders;”
2. | Amendments to Definitions. |
(i) Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and
restated in their entirety:
“Trust Agreement” shall mean that certain
Investment Management Trust Agreement, dated March 10, 2022, by and between Nubia Brand International Corp. and Continental Stock
Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated June 14, 2023,
and as further amended by Amendment No. 2 to Investment Management Trust Agreement dated December 15, 2023”; and
3.1. | Successors. All the covenants and provisions of this
Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors
and assigns. |
3.2. | Severability. This Amendment shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable. |
3.3. | Applicable Law. This Amendment shall be governed by
and construed and enforced in accordance with the laws of the State of New York. |
3.4. | Counterparts. This Amendment may be executed in several
original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
3.5. | Effect of Headings. The section headings herein are
for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
3.6. | Entire Agreement. The Trust Agreement, as modified
by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements,
promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements,
understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first written above.
NUBIA BRAND INTERNATIONAL CORP.
By: |
/s/ Jaymes Winters |
|
|
Name: |
Jaymes Winters |
|
|
Title: |
Chief Executive Officer |
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee
By: |
/s/ Fran Wolf |
|
|
Name: |
Fran Wolf |
|
|
Title: |
Vice President |
|
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