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, 2021 File No. 333-251559 Dear Mr. Xiong: We have reviewed your amended registration statement and have the following 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 response. 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 Exhibits 1. Please file Exhibit 99.1. General 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 related matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other questions. Sincerely, FirstName LastNameWenhui Xiong Division of Corporation Finance Comapany NameNB Merger Corp. Office of Manufacturing February 4, 2021 Page 2 cc: Giovanni Caruso FirstName LastName