"The addition to the Russell Index is a noteworthy milestone for Solidion, its employees and shareholders," said Solidion CEO Jaymes Winters. "Solidion's accomplishments in the battery space to-date, as well as our ambitions for the future, are large. We look forward to engaging with investors who share our ambitions, and believe our inclusion in the Russell Index, and the awareness it will spur, will give us more opportunity to do so." This press release contains forward-looking statements within the meani ...

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 001-41323 87-1993879 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) 13344 Noel Road, Suite 1100 Dallas, TX 75240 (Address of principal executive offices, including zip code) Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as spe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification Number) | | 13355 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 NUBIA BRAND INTERNATIONAL CORP. Not applicable (Former name or former address, if changed since last report) Indic ...

Part I - FINANCIAL INFORMATION [Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements, detailing the company's financial position, operational results, and cash flows [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2023, details total assets of **$130.5 million**, a **$6.1 million** stockholders' deficit, and increased current liabilities Condensed Consolidated Balance Sheet Highlights (as of March 31, 2023 vs. Dec 31, 2022) | Balance Sheet Item | March 31, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $98,053 | $545,655 | | Investments held in the Trust Account | $130,174,150 | $127,782,882 | | **Total Assets** | **$130,461,521** | **$128,580,035** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $2,743,152 | $909,326 | | Total Liabilities | $7,065,652 | $5,231,826 | | Class A common stock subject to possible redemption | $129,505,753 | $127,242,983 | | Total Stockholders' Deficit | ($6,109,884) | ($3,894,774) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a net income of **$47,660** for Q1 2023, driven by Trust Account interest, offsetting increased expenses Condensed Consolidated Statements of Operations (For the Three Months Ended March 31) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | General and administrative expenses | $1,007,788 | $119,366 | | **Total Expenses** | **$1,037,788** | **$124,366** | | Income earned on Investments held in Trust Account | $1,356,319 | $8,655 | | **Total Other Income** | **$1,360,694** | **$12,367** | | Provision for income taxes | $275,246 | $0 | | **Net income (loss)** | **$47,660** | **($111,999)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows for Q1 2023 show net cash used in operations and investing, offset by financing activities, resulting in a net cash decrease Cash Flow Summary (For the Three Months Ended March 31, 2023) | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used In Operating Activities | ($522,312) | | Net Cash Used In Investing Activities | ($1,034,949) | | Net Cash Provided By Financing Activities | $1,109,659 | | **Net change in cash** | **($447,602)** | | Cash at end of period | $98,053 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the SPAC's merger with Honeycomb Battery Company, going concern uncertainty, and related party transactions - On February 16, 2023, the Company entered into a Merger Agreement with Honeycomb Battery Company. The merger consideration includes **70 million shares** at closing plus up to **22.5 million earnout shares** based on future stock price performance[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has determined that liquidity risks and the requirement to complete a business combination by the deadline (extended to June 15, 2023, and potentially to September 15, 2023) raise substantial doubt about the Company's ability to continue as a going concern[42](index=42&type=chunk) - In March 2023, the Sponsor deposited **$1,235,000** into the Trust Account to extend the business combination deadline from March 15, 2023, to June 15, 2023. This was structured as a non-interest-bearing loan[37](index=37&type=chunk) - Subsequent to the quarter end, in April 2023, **$339,899** was withdrawn from the Trust Account to pay federal income taxes. In May 2023, the Sponsor provided a new unsecured promissory note for up to **$1,000,000**[109](index=109&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results, emphasizing the Honeycomb Battery Company merger, liquidity, and going concern - The company is a blank check company that entered into a definitive Merger Agreement with Honeycomb Battery Company on February 16, 2023. The transaction is expected to close in the second quarter of 2023[113](index=113&type=chunk)[116](index=116&type=chunk)[122](index=122&type=chunk) - As of March 31, 2023, the company had cash of **$98,053** and a working capital deficit of **$2,455,781**[123](index=123&type=chunk) - Management reiterates that there is substantial doubt about the company's ability to continue as a going concern due to liquidity issues and the impending deadline to complete an initial business combination[133](index=133&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Results of operations for Q1 2023 show net income of **$47,660**, primarily from Trust Account interest, contrasting with a prior-year net loss Results of Operations Comparison (Three Months Ended March 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (Loss) | $47,660 | ($111,999) | | Interest Income (Trust Account) | $1,356,319 | $8,655 | | Operating Expenses | $1,037,788 | $124,366 | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is constrained by a **$2.46 million** working capital deficit, relying on Sponsor loans to fund operations and extend deadlines - As of March 31, 2023, the company had **$130,174,150** in investments held in the Trust Account[132](index=132&type=chunk) - The company is dependent on loans from its Sponsor to fund operations. As of March 31, 2023, **$1,235,000** was outstanding under a promissory note from the Sponsor[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - The company is a smaller reporting company and is not required to provide this information[153](index=153&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal controls - Based on an evaluation as of March 31, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[156](index=156&type=chunk) - There were no material changes to the company's internal control over financial reporting during the fiscal quarter ended March 31, 2023[157](index=157&type=chunk) Part II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[160](index=160&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Nubia Brand International Corp is not required to provide this information - The company is a smaller reporting company and is not required to provide the information under this item[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds during the period - None[162](index=162&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including the Merger Agreement with Honeycomb Battery Company and related transaction documents - Key exhibits filed include the Merger Agreement dated February 16, 2023, and related transaction documents such as Support Agreements and Lock-Up Agreements[167](index=167&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) Nubia Brand International Corp. is a SPAC that completed its IPO and entered a merger agreement with Honeycomb Battery Company - The company is a blank check company formed for a business combination, focusing on the wireless telecommunications sector[19](index=19&type=chunk) - On February 16, 2023, the company entered a Merger Agreement with Honeycomb Battery Company, with Nubia to be renamed upon closing[23](index=23&type=chunk) Initial Public Offering and Trust Account Details | Metric | Details | | :--- | :--- | | IPO Date | March 15, 2022 | | Units Offered | 12,350,000 | | Price per Unit | $10.00 | | Gross Proceeds | $123,500,000 | | Amount in Trust Account | $125,970,000 (from IPO and Private Warrants) | Merger Consideration for Honeycomb Battery Company | Consideration Type | Number of Shares | | :--- | :--- | | Closing Merger Consideration | 70,000,000 | | Potential Earnout Shares | Up to 22,500,000 | - The company must complete its initial business combination by **March 15, 2023**, with an option to extend to **September 15, 2023**[22](index=22&type=chunk) - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing reduced disclosure obligations[43](index=43&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.Risk%20Factors) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - The company is not required to make disclosures under this item as it qualifies as a smaller reporting company[51](index=51&type=chunk) [Unresolved Staff Comments](index=10&type=section&id=Item%201B.Unresolved%20Staff%20Comments) The company has no unresolved staff comments - Not applicable[52](index=52&type=chunk) [Properties](index=10&type=section&id=Item%202.%20Properties) The company does not own material real estate or physical properties, with executive offices in Dallas, Texas considered adequate - The company's executive offices are in Dallas, Texas, and it owns no real estate or other material physical properties[53](index=53&type=chunk) [Legal Proceedings](index=10&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material litigation or legal proceedings, nor is it aware of adverse legal exposures - No material litigation, arbitration, or governmental proceedings are pending against the company or its management[50](index=50&type=chunk)[54](index=54&type=chunk) [Mine Safety Disclosures](index=10&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[55](index=55&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=11&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with no cash dividends paid or planned before a business combination, and the sponsor purchased private warrants - The company's Units, Class A common stock, and warrants trade on Nasdaq under symbols **"NUBIU"**, **"NUBI"**, and **"NUBIW"** respectively[57](index=57&type=chunk) - The company has not paid cash dividends and does not intend to prior to completing an initial business combination[59](index=59&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **5,405,000** private warrants at **$1.00** per warrant, generating **$5,405,000** in proceeds[61](index=61&type=chunk) [[RESERVED]](index=11&type=section&id=Item%206.%20%5BRESERVED%5D) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - Disclosure under this item is not required as the company is a smaller reporting company[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the year ended December 31, 2022, the company reported net income of **$593,905**, with liquidity risks raising substantial doubt about its going concern ability Financial Highlights for the Year Ended December 31, 2022 | Metric | Amount (USD) | | :--- | :--- | | Net Income | $593,905 | | Interest Income (Trust Account) | $1,818,565 | | Operating Expenses | $904,193 | Financial Position as of December 31, 2022 | Metric | Amount (USD) | | :--- | :--- | | Cash (outside trust) | $545,655 | | Working Capital Deficit | $148,043 | | Investments held in Trust Account | $127,782,882 | - Management determined that liquidity risks and the business combination deadline raise substantial doubt about the company's ability to continue as a going concern[79](index=79&type=chunk)[203](index=203&type=chunk) - The company has an amended promissory note with its Sponsor, allowing borrowing up to **$300,000**, with **$125,341** outstanding as of December 31, 2022, convertible into warrants at **$1.00** per warrant upon business combination[81](index=81&type=chunk) - The company has an administrative support agreement to pay a Sponsor affiliate **$10,000** per month for office space and support services[84](index=84&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%207A.Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Nubia Brand International Corp. is not required to provide disclosures under this item - Disclosure under this item is not required as the company is a smaller reporting company[94](index=94&type=chunk) [Financial Statements and Supplementary Data](index=17&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements and the independent auditor's report, which highlights substantial doubt about going concern - The independent auditor's report from Marcum LLP includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[174](index=174&type=chunk) Balance Sheet Summary (as of Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Total Assets | $128,580,035 | | Investments held in the Trust Account | $127,782,882 | | Total Liabilities | $5,231,826 | | Class A common stock subject to possible redemption | $127,242,983 | | Total Stockholders' (Deficit) Equity | $(3,894,774) | Statement of Operations Summary (Year Ended Dec 31, 2022) | Account | Amount (USD) | | :--- | :--- | | Total Expenses | $904,193 | | Total Other Income | $1,837,997 | | Net Income | $593,905 | - Subsequent to year-end, the company entered a merger agreement with Honeycomb Battery Company, withdrew **$200,050** from the trust for taxes, and deposited **$1,235,000** to extend its business combination deadline to **June 15, 2023**[273](index=273&type=chunk)[277](index=277&type=chunk)[278](index=278&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosures](index=17&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[96](index=96&type=chunk) [Controls and Procedures](index=17&type=section&id=Item%209A.Controls%20and%20Procedures) As of December 31, 2022, management concluded disclosure controls were effective, with no material changes to internal controls during the period - Management concluded that as of **December 31, 2022**, the company's disclosure controls and procedures were effective[97](index=97&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting, as permitted for newly public companies[99](index=99&type=chunk) - There were no material changes in internal control over financial reporting during the year ended **December 31, 2022**[100](index=100&type=chunk) [Other Information](index=17&type=section&id=Item%209B.Other%20Information) The company reported no other information - None[101](index=101&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=17&type=section&id=Item%209C.Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None[102](index=102&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=18&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Jaymes Winters and a seven-member board with independent directors, an Audit Committee, and noted potential conflicts of interest Executive Officers and Directors | Name | Position | | :--- | :--- | | Jaymes Winters | Chief Executive Officer and Director | | Alexander Monje | Chairman of the Board | | Vlad Prantsevich | Chief Financial Officer and Director | | David Campbell | Director | | Michael Patterson | Director | | Karin-Joyce (KJ) Tjon | Director | | Yvonne Brown | Director | - The board has **seven** members, with **five** determined to be independent: David Campbell, Michael Patterson, Karin-Joyce (KJ) Tjon, Yvonne Brown, and Alexander Monje[116](index=116&type=chunk) - An Audit Committee has been established, chaired by Karin-Joyce (KJ) Tjon, who qualifies as an "audit committee financial expert"[117](index=117&type=chunk)[118](index=118&type=chunk) - CEO Jaymes W. Winters II filed for Chapter 7 bankruptcy in **August 2017** to address a judicial lien on his personal residence; the case is now closed[128](index=128&type=chunk) - Officers and directors have pre-existing fiduciary or contractual obligations to other entities, potentially creating conflicts of interest regarding business opportunities[129](index=129&type=chunk)[132](index=132&type=chunk) [Executive Compensation](index=26&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers have not received cash compensation, but an affiliate of the sponsor is paid **$10,000** monthly for administrative support, with future compensation to be determined post-combination - No officers have received any cash compensation for services rendered to the company[140](index=140&type=chunk) - The company pays Mach FM, a sponsor affiliate, **$10,000** per month for office space, utilities, and administrative support[140](index=140&type=chunk) - Officers and directors will be reimbursed for out-of-pocket expenses related to identifying and performing due diligence on potential business combinations[140](index=140&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=26&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 16, 2023**, the sponsor and its manager are the largest beneficial owners, each holding **19.84%** of common stock, with other significant holders and founder share lock-up provisions 5% Beneficial Owners (as of March 16, 2023) | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | Mach FM Acquisitions LLC | 19.84% | | Patrick Orlando | 19.84% | | Boothbay Fund Management, LLC | 6.18% | | Saba Capital Management, L.P. | 6.33% | - Patrick Orlando, as manager of the sponsor Mach FM Acquisitions LLC, may be deemed to have beneficial ownership of the securities held by the sponsor[148](index=148&type=chunk) - Founder shares are subject to transfer restrictions until six months post-business combination or certain stock price targets are met[147](index=147&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=29&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has related party transactions primarily with its sponsor, including founder share and private warrant purchases, an administrative services agreement, and audit committee oversight - The sponsor, Mach FM Acquisitions LLC, purchased **3,087,500** founder shares for an aggregate price of **$25,000**[150](index=150&type=chunk) - The sponsor purchased **5,405,000** Private Warrants at **$1.00** per warrant, for total proceeds of **$5,405,000**[151](index=151&type=chunk) - An administrative services agreement pays the Sponsor **$10,000** per month for office space and support, with payments deferred until the business combination[154](index=154&type=chunk) - The company's audit committee is responsible for reviewing and approving related party transactions[157](index=157&type=chunk) [Principal Accounting Fees and Services](index=31&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company's independent auditor is Marcum LLP, with audit fees of approximately **$77,250** for **2022**, and the audit committee pre-approves all services Principal Accountant Fees (Marcum LLP) | Fee Category | 2022 | 2021 (Inception) | | :--- | :--- | :--- | | Audit Fees | ~$77,250 | ~$73,130 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee pre-approves all auditing services and permitted non-audit services to be performed by the auditors[168](index=168&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=33&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key corporate and transactional documents related to the IPO and governance - This section provides an index of all exhibits filed with the Annual Report on Form 10-K, including foundational legal and financial documents[170](index=170&type=chunk)[280](index=280&type=chunk) [Form 10-K Summary](index=60&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[282](index=282&type=chunk)

Part I [Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the company's unaudited financial statements as of June 30, 2022, detailing assets, liabilities, and a net loss, with notes on its SPAC nature and going concern [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets reached **$127.2 million**, primarily from IPO proceeds, resulting in a **$3.3 million** stockholders' deficit Condensed Balance Sheet Data (unaudited) | Account | June 30, 2022 ($) | December 31, 2021 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $662,748 | $— | | Investments held in the Trust Account | $126,148,752 | $— | | **Total Assets** | **$127,216,390** | **$180,341** | | **Liabilities & Equity** | | | | Total Current Liabilities | $272,978 | $156,771 | | Deferred underwriting commission | $4,322,500 | $— | | **Total Liabilities** | **$4,595,478** | **$156,771** | | Class A common stock subject to possible redemption | $125,970,000 | $— | | **Total Stockholders' (Deficit) Equity** | **($3,349,088)** | **$23,570** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2022, the company reported net losses of **$21,393** and **$133,392**, primarily from administrative expenses Statement of Operations Highlights (unaudited) | Metric | Three Months Ended June 30, 2022 ($) | Six Months Ended June 30, 2022 ($) | | :--- | :--- | :--- | | Total Expenses | $190,581 | $314,947 | | Income earned on Investments held in Trust Account | $170,097 | $178,752 | | **Net Loss** | **($21,393)** | **($133,392)** | | Basic and diluted net loss per share (Class A redeemable) | ($0.00) | ($0.01) | [Condensed Statement of Cash Flows](index=8&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2022, financing activities provided **$127.2 million**, with **$126.0 million** used for investments, ending with **$662,748** cash Cash Flow Summary for the Six Months Ended June 30, 2022 (unaudited) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net Cash Used In Operating Activities | ($608,009) | | Net Cash Used In Investing Activities | ($125,970,000) | | Net Cash Provided By Financing Activities | $127,240,757 | | **Net change in cash** | **$662,748** | | **Cash at end of period** | **$662,748** | [Notes to the Condensed Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) These notes detail the company's SPAC nature, going concern uncertainty, March 2022 IPO, private placements, related-party transactions, and accounting policies - The company is a special purpose acquisition company (SPAC) formed to effect a business combination, with no operating revenue until completion[21](index=21&type=chunk)[22](index=22&type=chunk) - Management determined that liquidity risks and the deadline to complete a business combination by **March 15, 2023** (or **September 15, 2023**, with extensions) raise substantial doubt about the company's ability to continue as a going concern[36](index=36&type=chunk) - On **March 15, 2022**, the company completed its IPO of **12,350,000 units** at **$10.00 per unit**, generating gross proceeds of **$123.5 million**[23](index=23&type=chunk)[25](index=25&type=chunk)[65](index=65&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **5,495,000 Private Placement Warrants** at **$1.00 per warrant** for gross proceeds of approximately **$5.5 million**[24](index=24&type=chunk)[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, reporting a **$21,393** net loss for the quarter, and reiterating going concern risk due to the business combination deadline - The company is a blank check company focused on preparing for its IPO and identifying business combination targets[100](index=100&type=chunk)[102](index=102&type=chunk) - As of **June 30, 2022**, the company had **$662,748** in cash and **$664,214** in working capital to fund its acquisition search[103](index=103&type=chunk) - The company must complete an initial business combination by **March 15, 2023** (or **September 15, 2023**, with extensions), with failure leading to liquidation and raising substantial doubt about its going concern[114](index=114&type=chunk) - The Sponsor provided a promissory note of up to **$300,000** for working capital, with **$125,341** outstanding as of **June 30, 2022**, convertible into warrants upon a business combination[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - This item is not applicable as the company qualifies as a smaller reporting company[133](index=133&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of **June 30, 2022**, with no material changes to internal control over financial reporting during the quarter - As of **June 30, 2022**, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[136](index=136&type=chunk) - No material changes occurred in internal control over financial reporting during the fiscal quarter[137](index=137&type=chunk) Part II [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[140](index=140&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's final IPO prospectus filed on **March 14, 2022** - No material changes to the risk factors disclosed in the company's final IPO prospectus filed on **March 14, 2022**[141](index=141&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - The company reports 'None' for this item[142](index=142&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports 'None' for this item[143](index=143&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This item is not applicable[144](index=144&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports 'None' for this item[145](index=145&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL documents[147](index=147&type=chunk) [Signatures](index=33&type=section&id=SIGNATURES) - The report was signed on **August 19, 2022**, by Jaymes Winters, Chief Executive Officer, and Vlad Prantsevich, Chief Financial Officer[151](index=151&type=chunk)

[Part I - FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20-%20FINANCIAL%20INFORMATION) This section presents Nubia Brand International Corp.'s unaudited condensed consolidated financial statements for the period ended March 31, 2022, detailing its financial position as a SPAC [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This chapter provides Nubia Brand International Corp.'s unaudited condensed consolidated financial statements as of March 31, 2022, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with related notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=NUBIA%20BRAND%20INTERNATIONAL%20CORP.%20CONDENSED%20BALANCE%20SHEETS) | Indicator | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,268,183 | $— | | Other current assets | $197,276 | $— | | Investments held in Trust Account | $125,978,655 | $— | | Deferred offering costs | $— | $180,341 | | Total Assets | $127,621,334 | $180,341 | | **Liabilities and Stockholders' (Deficit) Equity** | | | | Accounts payable and accrued expenses | $510,468 | $491 | | Deferred underwriting commissions | $4,322,500 | $— | | Total Liabilities | $4,979,029 | $156,771 | | Class A common stock subject to possible redemption | $125,970,000 | $— | | Total Stockholders' (Deficit) Equity | $(3,327,695) | $23,570 | [Condensed Consolidated Statement of Operations](index=6&type=section&id=NUBIA%20BRAND%20INTERNATIONAL%20CORP.%20CONDENSED%20STATEMENT%20OF%20OPERATIONS) | Indicator | Three Months Ended March 31, 2022 (Unaudited) | | :--- | :--- | | **Expenses** | | | Management fees - related party | $5,000 | | General and administrative expenses | $119,366 | | **Total Expenses** | $124,366 | | **Other Income** | | | Income from investments held in Trust Account | $8,655 | | Change in fair value of over-allotment liability | $3,712 | | **Total Other Income** | $12,367 | | **Net Loss** | $(111,999) | | Basic and diluted net loss per share, Class A common stock subject to possible redemption | $(0.02) | | Basic and diluted net loss per share, Class A and Class B common stock not subject to redemption | $(0.02) | [Condensed Consolidated Statement of Changes in Stockholders' (Deficit) Equity](index=7&type=section&id=NUBIA%20BRAND%20INTERNATIONAL%20CORP.%20CONDENSED%20STATEMENT%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20(DEFICIT)%20EQUITY) | Indicator | Balance December 31, 2021 | Balance March 31, 2022 | | :--- | :--- | :--- | | Class A Common Stock (shares) | — | 123,500 | | Class A Common Stock (amount) | $— | $12 | | Class B Common Stock (shares) | 3,162,500 | 3,162,500 | | Class B Common Stock (amount) | $316 | $316 | | Additional paid-in capital | $24,684 | $— | | Accumulated deficit | $(1,430) | $(3,328,023) | | Total Stockholders' (Deficit) Equity | $23,570 | $(3,327,695) | | Allocation of proceeds from public warrants | — | $3,755,675 | | Proceeds from private placement warrants | — | $5,405,000 | | Allocation of transaction costs | — | $(234,654) | | Issuance of Class A common stock to representative | — | $776,815 | | Revaluation adjustment for Class A common stock | — | $(12,942,102) | | Net Loss | — | $(111,999) | [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=NUBIA%20BRAND%20INTERNATIONAL%20CORP.%20CONDENSED%20STATEMENT%20OF%20CASH%20FLOWS) | Cash Flow Activities | Three Months Ended March 31, 2022 | | :--- | :--- | | **Cash flows from operating activities** | | | Net loss | $(111,999) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Income from investments held in Trust Account | $(8,655) | | Change in fair value of over-allotment liability | $(3,712) | | Changes in operating assets and liabilities | $(121,792) | | Net cash used in operating activities | $(2,574) | | **Cash flows from investing activities** | | | Cash deposited in Trust Account | $(125,970,000) | | Net cash used in investing activities | $(125,970,000) | | **Cash flows from financing activities** | | | Net proceeds from sale of IPO units | $122,265,000 | | Proceeds from sale of private placement warrants to Sponsor | $5,405,000 | | Payment of offering costs | $(429,243) | | Net cash provided by financing activities | $127,240,757 | | **Net change in cash** | $1,268,183 | | Cash at beginning of period | $— | | Cash at end of period | $1,268,183 | [Notes to the Condensed Financial Statements](index=9&type=section&id=NUBIA%20BRAND%20INTERNATIONAL%20CORP.%20NOTES%20TO%20THE%20CONDENSED%20FINANCIAL%20STATEMENTS) This section provides detailed notes to the condensed consolidated financial statements, explaining the company's organization, significant accounting policies, and specific financial transactions [Note 1 — Description of Organization, Business Operations and Going Concern](index=9&type=section&id=NOTE%201%20%E2%80%94%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) This note describes the company's formation as a SPAC, its business objective of completing a business combination, and the going concern considerations related to its operational timeline - The company, incorporated in Delaware on June 14, 2021, aims to effect a merger, capital stock exchange, asset acquisition, or similar business combination, with all activities to date related to its formation and initial public offering (IPO)[23](index=23&type=chunk)[24](index=24&type=chunk) - The company completed its IPO on March 15, 2022, issuing **11,000,000 units** for **$110 million** and privately selling **5,000,000 warrants** to the sponsor for **$5 million**; the exercise of the over-allotment option resulted in an additional **1,350,000 units** and **405,000 private placement warrants**, totaling **12,350,000 units** and **5,405,000 private placement warrants**[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - Net proceeds from the IPO and private placement warrants are primarily deposited into a Trust Account to fund a business combination, which must be completed within 12 months (or up to 18 months with extensions) to avoid liquidation and redemption of public shares[29](index=29&type=chunk)[33](index=33&type=chunk) - As of March 31, 2022, the company had **$1,268,183** in cash outside the trust and **$808,930** in working capital; management believes failure to complete a business combination within the specified timeframe raises substantial doubt about the company's ability to continue as a going concern[37](index=37&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=13&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements, including US GAAP compliance, cash equivalents, and equity classification - The company prepares its financial statements in accordance with US GAAP and SEC rules, qualifying as an "emerging growth company" and electing not to opt out of the extended transition period for new or revised accounting standards[40](index=40&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - Short-term investments with original maturities of three months or less are considered cash equivalents; as of March 31, 2022, the company held **$126 million** in investments in the Trust Account, primarily in U.S. government securities or money market funds[46](index=46&type=chunk)[47](index=47&type=chunk) - Offering costs are allocated to separable financial instruments issued in the IPO based on their relative fair values; Class A common stock subject to possible redemption is classified as temporary equity under ASC 480 and measured at redemption value, with its carrying value adjusted at each period end to reflect the redemption value[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The company accounts for income taxes using the balance sheet method and assesses uncertain tax positions under ASC 740; as of March 31, 2022, there were no unrecognized tax benefits[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - Net loss per share is calculated using the two-class method, with diluted loss per share being the same as basic loss per share due to the anti-dilutive effect of warrants; a **1.1-for-1 stock split** occurred on March 10, 2022[55](index=55&type=chunk)[56](index=56&type=chunk) [Note 3 — Initial Public Offering](index=16&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's initial public offering, including the units sold and the partial exercise of the over-allotment option - The company sold **11,000,000 units** at **$10.00 per unit**, each consisting of one share of Class A common stock and one-half of one redeemable warrant; underwriters partially exercised their over-allotment option on March 15, 2022, purchasing an additional **1,350,000 units** for **$13.5 million** in gross proceeds[63](index=63&type=chunk)[64](index=64&type=chunk) [Note 4 — Private Placements](index=16&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENTS) This note describes the private placement of warrants to the sponsor and the additional warrants purchased due to the over-allotment option - The sponsor purchased **5,495,000 private placement warrants** at **$1.00 per warrant**, generating **$5,495,000** in gross proceeds, which were deposited into the Trust Account and will expire if the company does not complete a business combination[65](index=65&type=chunk) - On March 15, 2022, the sponsor and underwriters purchased an additional **405,000 private placement warrants** due to the over-allotment option exercise, generating **$405,000** in additional gross proceeds[66](index=66&type=chunk) [Note 5 — Related Parties](index=17&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTIES) This note outlines transactions and agreements with related parties, including founder shares, a promissory note, and administrative support fees - The sponsor acquired **2,875,000 shares** of Class B common stock (founder shares) for **$25,000** on August 17, 2021, which, after a **1.1-for-1 stock split**, totaled **3,162,500 shares**, with **75,000 shares** subject to forfeiture if the over-allotment option is not fully exercised[67](index=67&type=chunk) - The sponsor issued an unsecured promissory note to the company for up to **$300,000**, non-interest bearing, originally due March 31, 2022, or upon IPO completion; on May 20, 2022, the note was amended to extend the maturity date to the earlier of a business combination or liquidation, allowing the holder to convert outstanding principal into warrants[69](index=69&type=chunk)[97](index=97&type=chunk) - The company agreed to pay the sponsor **$10,000 per month** for office space, utilities, and administrative support for up to 18 months, with **$5,000** recorded as of March 31, 2022[71](index=71&type=chunk) [Note 6 — Commitments and Contingencies](index=18&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the company's commitments and contingent liabilities, including registration rights, underwriting fees, and the expiration of the over-allotment option - Holders of founder shares and private placement warrants have registration rights, requiring the company to register these securities for resale, subject to lock-up restrictions[73](index=73&type=chunk) - Underwriters received a **$1,235,000** cash underwriting discount and **123,500 shares** of Class A common stock as compensation; they are also entitled to **$4,322,500** in deferred fees, payable from the Trust Account upon completion of a business combination[75](index=75&type=chunk) - The underwriters' over-allotment option expired on April 29, 2022, resulting in the forfeiture of **300,000 units** and **75,000 Class B shares**[76](index=76&type=chunk)[96](index=96&type=chunk) [Note 7 — Stockholder's Equity](index=18&type=section&id=NOTE%207%20%E2%80%94%20STOCKHOLDER'S%20EQUITY) This note provides details on the company's authorized and outstanding share capital, including preferred stock, Class A and Class B common stock, and warrants - **Authorized and Outstanding Shares (March 31, 2022)** | Stock Class | Authorized Shares | Issued and Outstanding Shares | | :--- | :--- | :--- | | Preferred Stock | 1,000,000 | 0 | | Class A Common Stock | 100,000,000 | 123,500 (excluding 12,350,000 redeemable shares) | | Class B Common Stock | 10,000,000 | 3,162,500 (of which 75,000 shares are subject to forfeiture) | - Holders of Class B common stock have the right to elect directors prior to a business combination and convert to Class A common stock on a one-for-one basis at the time of a business combination, subject to adjustment[81](index=81&type=chunk)[82](index=82&type=chunk) - As of March 31, 2022, there were **11,580,000 warrants** outstanding (**5,405,000 private placement warrants** and **6,175,000 public warrants**); public warrants become exercisable 30 days after the completion of a business combination or 12 months after the IPO closing, whichever is later[83](index=83&type=chunk) - The company may redeem public warrants when the Class A common stock price reaches or exceeds **$18.00**[86](index=86&type=chunk) [Note 8 — Fair Value Measurements](index=20&type=section&id=NOTE%208%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) This note explains the company's approach to fair value measurements for financial instruments, categorizing them into a three-level hierarchy - The company follows ASC 820 guidance for fair value measurements of financial assets and liabilities, employing a three-level fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - **Fair Value Measurements (March 31, 2022)** | Description | Level | March 31, 2022 | | :--- | :--- | :--- | | **Assets:** | | | | Investments held in Trust Account | 1 | $125,978,655 | | **Liabilities:** | | | | Over-allotment liability | 3 | $15,720 | - The over-allotment option is recognized as a liability and valued using a modified Black-Scholes model; as of March 31, 2022, fair value calculations for the over-allotment option assumed a risk-free rate of **0.17%**, an expected life of **0.08 years**, and an expected volatility of **4.6%** for the underlying stock[93](index=93&type=chunk)[94](index=94&type=chunk) [Note 9 — Subsequent Events](index=21&type=section&id=NOTE%209%20%E2%80%94%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after the reporting period, including the expiration of the over-allotment option and an amendment to a promissory note - On April 29, 2022, the underwriters' over-allotment option expired, resulting in the forfeiture of **300,000 units** of Class A shares and **75,000 shares** of Class B shares[96](index=96&type=chunk) - On May 20, 2022, the company and the sponsor amended the promissory note, extending its maturity date and allowing the holder to convert outstanding principal into warrants upon completion of a business combination[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This chapter discusses Nubia Brand International Corp.'s financial condition and operating results for the three months ended March 31, 2022, focusing on its IPO completion and search for a business combination [Overview](index=22&type=section&id=Overview) This section provides an overview of the company's purpose as a blank check company and its strategy for completing an initial business combination - The company is a Delaware blank check company formed to effect a merger or similar business combination, planning to use IPO proceeds, private placement warrant proceeds, and potential equity or debt issuances to complete its initial business combination[99](index=99&type=chunk)[100](index=100&type=chunk) - As of March 31, 2022, the company had not commenced operations, with its primary activities focused on preparing for and completing its IPO and identifying potential acquisition targets[101](index=101&type=chunk) [Special Note Regarding Forward-Looking Statements](index=22&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that the quarterly report contains forward-looking statements subject to risks and uncertainties, and the company disclaims any obligation to update them - This quarterly report contains forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from expectations, and the company undertakes no obligation to update or revise any forward-looking statements[103](index=103&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) This section presents the company's operating results for the three months ended March 31, 2022, highlighting its net loss and key revenue and expense items | Indicator | Three Months Ended March 31, 2022 | | :--- | :--- | | Net Loss | $(111,999) | | Interest income from Trust Account | $8,655 | | Gain on over-allotment liability | $3,712 | | Total operating expenses | $124,366 | [Going Concern Considerations, Liquidity and Capital Resources](index=23&type=section&id=Going%20Concern%20Considerations%2C%20Liquidity%20and%20Capital%20Resources) This section addresses the company's liquidity, capital resources, and the significant going concern uncertainties related to its obligation to complete a business combination within a specified timeframe - The company completed its IPO on March 15, 2022, raising **$123.5 million** in gross proceeds and **$5,405,000** from private placement warrants, with **$125,970,000** deposited into the Trust Account post-IPO and private placement[105](index=105&type=chunk)[106](index=106&type=chunk) - **Financial Position (March 31, 2022)** | Indicator | As of March 31, 2022 | | :--- | :--- | | Cash outside Trust Account | $1,268,183 | | Working capital | $808,930 | | Investments held in Trust Account | $125,978,655 | | Cash used in operating activities | $2,574 | - The company faces significant going concern uncertainty due to its SPAC nature, requiring a business combination within a specified period to avoid liquidation; management believes existing funds are sufficient for working capital needs[109](index=109&type=chunk) - Funds in the Trust Account are primarily for completing the initial business combination, with remaining funds serving as working capital for the target business's operations, other acquisitions, and growth strategies[110](index=110&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company has no off-balance sheet arrangements, such as transactions with unconsolidated entities or non-financial agreements involving assets - The company has no off-balance sheet arrangements, has not engaged in transactions with unconsolidated entities or financial partnerships, nor entered into non-financial agreements involving assets[114](index=114&type=chunk)[115](index=115&type=chunk) [Contractual Obligations](index=25&type=section&id=Contractual%20Obligations) This section details the company's contractual obligations, including administrative support fees and deferred underwriting commissions - As of March 31, 2022, the company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[116](index=116&type=chunk) - The company agreed to pay an affiliate of the sponsor **$10,000 per month** for administrative support services until a business combination is completed or the company liquidates[116](index=116&type=chunk) - Under the underwriting agreement, the company will pay underwriters a **3.5% cash fee** of the gross proceeds from the IPO upon completion of its initial business combination[117](index=117&type=chunk) [Critical Accounting Policies](index=25&type=section&id=Critical%20Accounting%20Policies) This section outlines the company's critical accounting policies, including net loss per share, redeemable Class A common stock, fair value measurements, and derivative financial instruments - Critical accounting policies include: net loss per share (using the two-class method, with diluted loss per share equal to basic), Class A common stock subject to possible redemption (classified as temporary equity and measured at redemption value), fair value measurements of financial instruments (using a three-level hierarchy), derivative financial instruments (measured at fair value with changes reported), and recent accounting pronouncements (management believes no significant impact)[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This chapter states that this item is not applicable to the company as it is a smaller reporting company - As a smaller reporting company, quantitative and qualitative disclosures about market risk are not applicable to the company[126](index=126&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) This chapter discloses the results of the company's evaluation of disclosure controls and procedures as of March 31, 2022, concluding their effectiveness and noting no significant changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=26&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section presents the management's conclusion on the effectiveness of the company's disclosure controls and procedures as of March 31, 2022 - As of March 31, 2022, management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of disclosure controls and procedures and concluded they were effective[129](index=129&type=chunk) [Changes in Internal Control over Financial Reporting](index=26&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section states that there were no significant changes in the company's internal control over financial reporting during the fiscal quarter ended March 31, 2022 - There were no changes in the company's internal control over financial reporting during the fiscal quarter ended March 31, 2022, that materially affected or are reasonably likely to materially affect internal control over financial reporting[130](index=130&type=chunk) [Part II - OTHER INFORMATION](index=27&type=section&id=Part%20II%20-%20OTHER%20INFORMATION) This section contains other required disclosures, including legal proceedings, risk factors, sales of unregistered equity securities, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) This chapter states that the company has no legal proceedings - The company has no legal proceedings[132](index=132&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This chapter notes that risk factors potentially causing actual results to differ from forecasts were disclosed in the IPO prospectus and remain unchanged as of the report date - Risk factors that could cause actual results to differ materially from forward-looking statements were disclosed in the company's final prospectus for its initial public offering, and no material changes to these risk factors have occurred as of the date of this quarterly report[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This chapter states that the company has no unregistered sales of equity securities and use of proceeds - The company has no unregistered sales of equity securities and use of proceeds[134](index=134&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This chapter states that the company has no defaults upon senior securities - The company has no defaults upon senior securities[135](index=135&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This chapter states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[136](index=136&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) This chapter states that the company has no other information to disclose - The company has no other information to disclose[137](index=137&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This chapter lists the exhibits filed with or incorporated by reference into this quarterly report, including certifications from the CEO and CFO and XBRL-related documents - Exhibits include certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) and Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Inline XBRL related documents[140](index=140&type=chunk) [SIGNATURES](index=29&type=section&id=SIGNATURES) This section contains the signatures of the company's authorized officers, certifying the filing of the report - This report was signed by Jaymes Winters, Chief Executive Officer, and Vlad Prantsevich, Chief Financial Officer, of Nubia Brand International Corp. on May 23, 2022[146](index=146&type=chunk)[147](index=147&type=chunk)