Nubia Brand International Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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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 | |||||||||
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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:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment, dated December 15, 2023, to Amended and Restated Certificate of Incorporation of Nubia | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated December 15, 2023, by and between Nubia and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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 December 15, 2023 | ||
| NUBIA BRAND INTERNATIONAL CORP. | ||
| By: | /s/ Jaymes Winters | |
| Name: | Jaymes Winters | |
| Title: | Chief Executive Officer | |
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