Exhibit 4.4


 


AMENDMENT NO. 1 TO WARRANT AGREEMENT


 


This AMENDMENT NO.
1, dated as of March 19, 2021 (the “Amendment”), is made by and among Newborn Acquisition Corp., a Cayman Islands
exempted company (the “Company”), NB Merger Corp., a Delaware corporation (the “Purchaser”)
and Continental Stock Transfer & Trust Company (the “Warrant Agent”). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Agreement (as defined below).


 


WHEREAS, the Company
and the Warrant Agent entered into that certain Warrant Agreement, dated as of February 13, 2020 (the “Agreement”),
which is attached hereto as Exhibit A;


 


WHEREAS, Section 9.8
of the Agreement provides that the Agreement may be amended by the Company and the Warrant Agent without the consent of the Warrant
Holders for the purpose of evidencing the succession of another corporation to the Company and the assumption by any successor
or the covenants of the Company contained in the Agreement and the Warrants; and


 


WHEREAS, in connection
with the Company’s Business Combination, the Purchaser wishes to succeed to the Company’s obligations under the Agreement
and assume the covenants of the Company contained in the Agreement and the Warrants.


 


NOW THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


Section 1. Amendments
to the Agreement. From and after the date hereof, all references to “Newborn Acquisition Corp.” set forth in the
Agreement shall be deemed to be references to “NB Merger Corp.”, and the Purchaser shall be deemed to be the successor-in-interest
to the Company for all purposes with respect to the Agreement and the Warrants.


 


Section 2. Assumption
of Covenants. By entering into this Amendment, the Purchaser hereby agrees that it has read and understands the covenants of
the Company set forth in the Agreement and the Warrants, and agrees to assume responsibility under any such covenants from and
after the date hereof.


 


Section 3. Adjustment
of Warrants. In accordance with Section 4.5 of the Agreement, the Warrants shall be exercisable for one share of common stock,
par value $0.0001 per share, of the Purchaser for each Ordinary Share issuable upon exercise of the Warrants immediately prior
to the date hereof, at the Warrant Price of $11.50 per full share, subject to the adjustments provided in Section 4 of the Agreement.


 


Section 4. Miscellaneous.


 


(a) Effectiveness. This Amendment shall
become effective as of the date first above written.


 


(b) Continued Effectiveness of the Agreement.
Except as expressly amended herein, all terms and provisions of the Agreement (including the exhibits thereto) are and shall continue
to be in full force and effect.


 


(c) Governing Law. This Amendment shall
be governed and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof.


 


(d) Counterparts. This Amendment may
be executed by the parties hereto in any number of separate counterparts and delivered electronically or via facsimile, each such
counterpart (whether delivered electronically, via facsimile or otherwise), when executed, shall be deemed an original and all
of which together constitute one and the same agreement.


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the
date first above written.


 


	 	NEWBORN ACQUISTION CORP.
	 	 	 
	 	By:	/s/ Wenhui Xiong
	 	 	Name: 	Wenhui Xiong
	 	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ James F. Kiszka
	 	 	Name:	James F. Kiszka
	 	 	Title:	Vice President
	 	 	 
	 	NB MERGER CORP.
	 	 	 
	 	By:	/s/ Wenhui Xiong
	 	 	Name:	Wenhui Xiong
	 	 	Title:	President


 


[signature page to
Amendment No. 1 to Warrant Agreement]