SAN DIEGO, Nov. 12, 2020 /PRNewswire/ -- Green energy
technology company Nuvve Corporation ("Nuvve"), the global
leader in vehicle-to-grid (V2G) technology, and Newborn Acquisition
Corp. ("Newborn") (NASDAQ:NBAC, NBACU, NBACR, NBACW) a
publicly traded special purpose acquisition company with
approximately $57.5 million of cash
in trust, today announced the signing of a definitive merger
agreement to take Nuvve public. The companies today also
announced the signing of definitive purchase agreements with
institutional investors for the investment of approximately
$18 million in the combined company
through a PIPE and bridge financing. Upon closing of the business
combination, the combined company will be named Nuvve Holding Corp.
("Nuvve Holding") and is expected to remain listed on Nasdaq under
the ticker symbol "NVVE".
Nuvve's proprietary V2G technology enables it to link multiple
electric vehicle (EV) batteries into a virtual power plant (VPP) to
provide bi-directional services to the electrical grid in a
qualified and secure manner. The VPP can generate revenue by
selling excess power to utility companies or utilizing the saved
power to reduce building energy peak consumption.
Gregory Poilasne, CEO and Chairman of Nuvve Corporation,
stated, "Since our founding in 2010, Nuvve has successfully
delivered its patented and proprietary vehicle-to-grid technology
and services to fleet customers, grid operators, electric utilities
and other stakeholders around the world. We have likewise partnered
and integrated with multiple automotive manufacturers and electric
utilities worldwide to enable adoption of V2G technology. To date,
Nuvve is the only company in the world qualified with several
system operators to commercially provide V2G grid flexibility
services to electric utilities and system operators from batteries
of electric vehicles."
Nuvve holds a global portfolio of key V2G technology patents
covering bi-directional capabilities and grid services with
aggregated electric vehicles and has continued to build on its
intellectual property portfolio by advancing V2G technology with
commercial EV fleet deployments with both light-duty and heavy-duty
vehicles.
Nuvve's most established commercial operation is in Denmark, where it has provided V2G services
for more than 4 years with daily bidding on energy markets.
Following recent announcements with leading OEMs in the North
American electric school bus segment, Nuvve is further developing
its offerings by combining its turnkey V2G solutions with finance
packages to customers, including equipment financing, V2G services,
infrastructure and maintenance operations. Independent industry
analysts have projected the global V2G technology market to be
worth over $17 billion by 2027.
Mr. Poilasne added, "The rapid adoption of EV is driving
the need for vehicle-grid integration, which are your more common
one-way electric charging stations. While Nuvve is able to manage
this one-way vehicle-grid integration, we believe that the
integration of bi-directional vehicle-to-grid capabilities will
help to stabilize the grid and reduce the overall cost of EV
ownership, which will be critical to long-term EV adoption. The
Nuvve system has successfully lowered the cost of electric vehicle
ownership, while supporting the integration of renewable energy for
a scalable and sustainable green society. We look forward to
leveraging this business combination to accelerate the
commercialization of Nuvve's technology."
The combined company will be led by Nuvve's experienced
management team, headed by Co-Founder and CEO Gregory Poilasne. Mr. Poilasne will remain on
the combined company's Board of Directors along with current Nuvve
COO, Ted Smith.
Transaction Overview
Newborn is combining with Nuvve at a transaction value of
approximately $102 million, subject
to closing adjustments. As consideration for the business
combination, 10.17 million shares will be issued or reserved for
issuance to existing Nuvve stockholders and option holders, based
on a value of $10.00 per share.
In connection with the business combination, Newborn has signed
definitive agreements for the sale of approximately $14 million in equity to institutional investors
in a PIPE. The PIPE investors will acquire Nuvve Holding shares at
$10.00 per share. For each share
bought, the PIPE investors will receive 1.9 warrants; each whole
warrant is exercisable for ½ of a Nuvve Holding share. The warrants
are exercisable at $11.50 per whole
share and have terms identical to the warrants that were sold as
part of Newborn's IPO. Nuvve also completed a $4 million bridge financing with an institutional
investor in connection with the business combination. The investor
in the bridge financing received a senior secured convertible
debenture that will convert into equity immediately prior to the
closing of the business combination.
Upon the closing of the transactions, assuming no redemptions by
Newborn shareholders, the resulting pro forma equity value of
the combined company will be approximately $202 million. Pro forma net cash available to
Nuvve at closing after estimated fees and expenses is expected to
be approximately $70 million, made up
of approximately $57.5 million in
Newborn's trust account (assuming no redemptions), net proceeds of
$18 million PIPE and bridge
financing, and cash on Nuvve's balance sheet. Assuming no debt
outstanding, the combined company's pro forma enterprise value is
expected to be approximately $132
million. Proceeds from the transaction will be used for
general working capital, growth purposes and retirement of 0.6
million shares from legacy Nuvve shareholders.
Existing Nuvve stockholders have agreed to a one-year lock-up
from merger close, subject to a partial release if after the 6
month anniversary of the merger close the VWAP of the Nuvve Holding
shares is at or above $12.50 for 20
out of any 30 consecutive trading days. Existing Nuvve stockholders
will also be entitled to receive an earnout of 4 million newly
issued Nuvve Holding shares if Nuvve's 2021 revenue exceeds
$30 million as reported in its 2021
audited financial statements.
In connection with the business combination, Newborn will
reincorporate to Delaware from the
Cayman Islands.
The boards of directors of both Newborn and Nuvve have
unanimously approved the proposed business combination. The closing
is subject to the approval of the stockholders of both Newborn and
Nuvve and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. It is
currently anticipated that the business combination will close in
the first quarter of 2021.
Additional information about the proposed business combination,
including a copy of the merger agreement and investor presentation,
will be provided in a Current Report on Form 8-K to be filed by
Newborn today, November
12th, 2020, with the Securities and Exchange
Commission and available at www.sec.gov. The investor presentation
can also be found on Nuvve's investor website at
https://nuvve.com/investors/.
Advisors
Craig-Hallum Capital Group is acting as sole placement agent and
M&A advisor on the transactions. Roth Capital Partners is
acting as capital markets advisor to Newborn. Graubard Miller is
serving as legal counsel for Nuvve. Loeb & Loeb LLP is serving
as legal advisor to Newborn.
Conference call information
Nuvve and Newborn will hold a joint investor conference call to
discuss the proposed transactions on Thursday, November 12, 2020 at 9:00am ET. To listen to the call via conference
call dial 877-270-2148 for domestic callers and 412-902-6510 for
international callers.
The investor conference call may also be accessed via a live
webcast. To view the webcast, please follow this link. During the
call, the presenters will be reviewing an investor presentation,
which will be available on Nuvve's website and filed with the SEC
as an exhibit to Newborn's Current Report on Form 8-K prior to the
call, and available on the SEC website at www.sec.gov.
About Nuvve Corporation
Nuvve Corporation is a San
Diego-based green energy technology company whose mission is
to lower the cost of electric vehicle ownership while supporting
the integration of renewable energy sources, including solar and
wind. Its proprietary vehicle-to-grid (V2G) technology – Nuvve's
Grid Integrated Vehicle (GIVe™) platform – is refuelling the next
generation of electric vehicle fleets through cutting-edge,
bidirectional charging solutions. Since its founding in 2010, Nuvve
has been responsible for successful V2G projects on five continents
and is deploying commercial services worldwide. For more
information please visit www.nuvve.com.
About Newborn Acquisition Corp.
Newborn Acquisition Corp. is a blank check company, holding
approximately $57.5 million in its
trust account, formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses.
Forward Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements, other than statements of
present or historical fact included in this presentation, regarding
the proposed business combination between Newborn and Nuvve,
Newborn and Nuvve's ability to consummate the transactions, the
benefits of the transactions and the combined company's future
financial performance, as well as the combined company's strategy,
future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this press
release, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Newborn and Nuvve disclaim any duty to update any forward-looking
statements, all of which are expressly qualified by the statements
in this section, to reflect events or circumstances after the date
of this press release. Newborn and Nuvve caution you that these
forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of
which are beyond the control of either Newborn or Nuvve. In
addition, Newborn cautions you that the forward-looking statements
contained in this press release are subject to the following
factors: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give
rise to the termination of the agreements related thereto; (ii) the
outcome of any legal proceedings that may be instituted against
Newborn or Nuvve following announcement of the transactions; (iii)
the inability to complete the business combination due to the
failure to obtain approval of the shareholders of Newborn, or other
conditions to closing in the merger agreement; (iv) the risk that
the proposed business combination disrupts Nuvve's current plans
and operations as a result of the announcement of the transactions;
(v) Nuvve's ability to realize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition and the ability of Nuvve to grow and manage growth
profitably following the business combination; (vi) costs related
to the business combination; (vii) risks related to the rollout of
Nuvve's business and the timing of expected business milestones;
(viii) Nuvve's dependence on widespread acceptance and adoption of
electric vehicles and increased installation of charging stations;
(ix) Nuvve's ability to maintain effective internal controls over
financial reporting, including the remediation of identified
material weaknesses in internal control over financial reporting
relating to segregation of duties with respect to, and access
controls to, its financial record keeping system, and Nuvve's
accounting staffing levels; (x) Nuvve's current dependence on sales
of charging stations for most of its revenues; (xi) overall demand
for electric vehicle charging and the potential for reduced demand
if governmental rebates, tax credits and other financial incentives
are reduced, modified or eliminated or governmental mandates to
increase the use of electric vehicles or decrease the use of
vehicles powered by fossil fuels, either directly or indirectly
through mandated limits on carbon emissions, are reduced, modified
or eliminated; (xii) potential adverse effects on Nuvve's revenue
and gross margins if customers increasingly claim clean energy
credits and, as a result, they are no longer available to be
claimed by Nuvve; (xiii) the effects of competition on Nuvve's
future business; (xiv) risks related to Nuvve's dependence on its
intellectual property and the risk that Nuvve's technology could
have undetected defects or errors; (xv) changes in applicable laws
or regulations; (xvi) the COVID-19 pandemic and its effect directly
on Nuvve and the economy generally; (xvii) risks related to
disruption of management time from ongoing business operations due
to the proposed business combination; (xvii) risks relating to
privacy and data protection laws, privacy or data breaches, or the
loss of data; and (xix) the possibility that Nuvve may be adversely
affected by other economic, business, and/or competitive factors.
Should one or more of the risks or uncertainties described in this
press release materialize or should underlying assumptions prove
incorrect, actual results and plans could differ materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in the
reports that Newborn has filed and will file from time to time with
the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2019.
Newborn's SEC filings are available publicly on the SEC's website
at www.sec.gov.
Important Information and Where to Find it
In connection with the proposed business combination, Nuvve
Holdings, as the successor to Newborn, will file a registration
statement on Form S-4 (the "Form S-4") with the SEC. The Form S-4
will include a preliminary proxy statement/prospectus of Newborn
and Nuvve Holdings, which Newborn will file with the SEC as a proxy
statement on Schedule 14A, for the solicitation of proxies from
Newborn's shareholders and for the offering of Nuvve Holdings'
securities to the security holders of Newborn and Nuvve in the
business combination. Additionally, Newborn and Nuvve Holdings will
file other relevant materials with the SEC in connection with the
business combination. Copies may be obtained free of charge at the
SEC's web site at www.sec.gov. The definitive proxy
statement/prospectus will be mailed to Newborn shareholders as of a
record date to be established for voting on the proposed business
combination. Investors and security holders of Newborn are urged to
read the proxy statement/prospectus and the other relevant
materials when they become available before making any voting
decision with respect to the proposed business combination because
they will contain important information about the business
combination and the parties to the business combination. The
information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the Solicitation
Newborn and its directors and officers may be deemed
participants in the solicitation of proxies of Newborn's
shareholders in connection with the proposed business combination.
Nuvve and its officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Newborn's executive officers and directors
in the solicitation by reading Newborn's Annual Report on Form 10-K
for the fiscal year ended December 31,
2019, and the proxy statement/prospectus and other relevant
materials filed with the SEC in connection with the business
combination when they become available. Information concerning the
interests of Newborn's participants in the solicitation, which may,
in some cases, be different than those of their stockholders
generally, will be set forth in the proxy statement/prospectus
relating to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
Nuvve Press Contact:
Marc Trahand, EVP Marketing
marc@nuvve.com
+1 858 250 9740
Nuvve Investor Relations:
Lytham Partners, LLC
602-889-9700
nuvve@lythampartners.com
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SOURCE Newborn Acquisition Corp.; Nuvve Corporation