Nubia Brand International : Material Agreement - Form 8-K

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.