UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Capital Market LLC | ||||
| The Capital Market LLC | ||||
| The 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
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
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Item 1.01. Entry into a Material Definitive Agreement.
On October 12, 2023, Nubia Brand International Corp. (the “Company”) issued an unsecured, non-interest bearing promissory note (the “Note”) to BKL Global Solutions, LLC in the aggregate principal amount of $250,000. The maturity date of the Note shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below, and (ii) the holder of the Note, in its sole discretion, may convert any or all of the unpaid principal under the Note into the shares of the Company’s Class A common stock, at a price of $10.00 per share, upon consummation of the Company’s initial business combination. “Repayment/Conversion Trigger Event” means:
| (i) | the closing of a merger, consolidation or other business combination pursuant to which the Company acquires an entity for its initial business combination; or |
| (ii) | the liquidation of the Company on or before the expiration of the time permitted for the Company to consummate a business combination under the Company’s charter, or such later liquidation date as may be approved by the Company’s stockholders, that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note. |
In addition, upon the closing of the Company’s initial business combination, the Company shall issue 250,000 shares of Class A common stock to the holder of the Note for no consideration in proportion to the amount drawn down by the Company under the Note.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note to BKL Global Solutions, LLC, dated October 12, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 16, 2023 | NUBIA BRAND INTERNATIONAL CORP. | |
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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