United States securities and exchange commission logo

                             February 4, 2021

       Wenhui Xiong
       Chairman and Chief Executive Officer
       NB Merger Corp.
       Room 801, Building C
       SOHO Square, No. 88
       Zhongshan East 2nd Road, Huangpu District
       Shanghai, 200002, China

                                                        Re: NB Merger Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed February 4,
                                                            File No. 333-251559

       Dear Mr. Xiong:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 2 to Form S-4 filed February 4, 2021


   1.                                                   Please file Exhibit

   2.                                                   We note your response
to prior comment 1. We continue to believe that the form of your
                                                        intended transaction
regarding the PIPE Investment, and the related offer and sale to those
                                                        investors in connection
with the transactions you seek to register here, appears to be
                                                        inconsistent with
Section 5. Please revise your disclosure accordingly. Please note we
                                                        would not object to the
filing of a registration statement covering the resale of the
 Wenhui Xiong
NB Merger Corp.
February 4, 2021
Page 2
      securities to be issued to the PIPE investors.
        You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at
(202) 551-
3254 if you have questions regarding comments on the financial statements and
matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.

FirstName LastNameWenhui Xiong
                                                          Division of
Corporation Finance
Comapany NameNB Merger Corp.
                                                          Office of
February 4, 2021 Page 2
cc:       Giovanni Caruso
FirstName LastName