NUBIA BRAND INTERNATIONAL CORP. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2022, Nubia Brand International Corp. (the "Company") entered into an amended and restated promissory note (the "Amended Note") pursuant to which the Company amended and restated its outstanding promissory note issued to the Company's sponsor, Mach FM Acquisitions LLC, on July 27, 2021, in the aggregate principal amount of $300,000 (the "Original Note").

Pursuant to the Amended Note, the Company amended the Original Note by (i) extending the original maturity date from the date on which the Company consummated its initial public offering (the "IPO") to a new maturity date which shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below, and (ii) by permitting the holder of the Amended Note, in its sole discretion, to convert any or all of the unpaid principal under the Amended Note into warrants, at a price of $1.00 per warrant, 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 date of the 12 month

       anniversary of the IPO (or up to the 18 month anniversary of the IPO if the
       Company extends the period of time to consummate a business combination),
       or such later liquidation date as may be approved by the Company's
       stockholders, that occurs while the Amended Note is outstanding or any time
       thereafter prior to the repayment of the Amended Note.

The foregoing description is qualified in its entirety by reference to the Amended 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            Amended and Restated Promissory Note to Mach FM Acquisitions LLC,
              dated May 20, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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