Newborn Acquisition Corp. Shareholders Vote to Approve Business Combination

Rhea-AI Summary

On March 17, 2021, Newborn Acquisition Corp. (Nasdaq: NBAC) announced that its shareholders approved the business combination with Nuvve Corporation, a leader in vehicle-to-grid (V2G) technology. Following the approval at an extraordinary meeting, the merger is expected to close shortly. Nuvve will be renamed Nuvve Holdings Corp., with ticker symbols changing to 'NVVE' for common shares and 'NVVEW' for warrants. Newborn holds approximately $57.5 million in its trust account, which will play a role in the merger's execution.

Positive

• Shareholder approval of business combination indicates investor confidence.
• Access to $57.5 million in trust account may support business growth post-merger.

Negative

• Risks associated with integration and operational disruption post-merger.
• Dependence on electric vehicle market acceptance could impact revenue.

NEW YORK, March 17, 2021 /PRNewswire/ -- Newborn Acquisition Corp. ("Newborn") (Nasdaq: NBAC), a publicly traded special purpose acquisition company, today announced its shareholders have voted to approve the previously announced business combination with Nuvve Corporation ("Nuvve"), a global leader in vehicle-to-grid (V2G) technology driving the electrification of transportation. The business combination and all related proposals were approved by Newborn shareholders at an extraordinary general meeting on March 17, 2021 (Hong Kong time).

The closing is expected to occur in the next few days. Upon completion of the business combination, the Nasdaq ticker symbols for the shares of common stock and the warrants of the combined company, which will be named Nuvve Holdings Corp., are expected to be changed to "NVVE" and "NVVEW," respectively.

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. Our proprietary vehicle-to-grid (V2G) technology – Nuvve's Grid Integrated Vehicle (GIVe™) platform – is refueling the next generation of electric vehicle fleets through cutting-edge, bidirectional charging solutions. Since our founding in 2010, Nuvve has been responsible for successful V2G projects on five continents and is deploying commercial services worldwide.

Nuvve Press Contact
Marc Trahand, EVP Marketing
marc@nuvve.com 
+1 858 250 9740

Nuvve Investor Contact
Lytham Partners
Robert Blum or Joe Dorame
nuvve@lythampartners.com
+1 602 889 9700

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 and Nuvve's strategy, future operations, estimated and projected financial performance, prospects, plans and objectives 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 the consummation of the transactions; (iii) the inability to complete the business combination due to the failure to satisfy the 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 proxy statement/prospectus filed by Newborn and Nuvve Holding with the SEC and in the other 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 and Nuvve Holding's SEC filings are available publicly on the SEC's website at www.sec.gov.

View original content:http://www.prnewswire.com/news-releases/newborn-acquisition-corp-shareholders-vote-to-approve-business-combination-301249017.html

SOURCE Nuvve Corporation; Newborn Acquisition Corp.

FAQ

What was announced on March 17, 2021, by Newborn Acquisition Corp. (NBAC)?

Newborn Acquisition Corp. announced that shareholders voted to approve the business combination with Nuvve Corporation.

What is the expected impact of the merger between NBAC and Nuvve?

The merger is expected to strengthen Nuvve's position in the vehicle-to-grid technology market, supported by financial resources.

What will be the new ticker symbol for Nuvve after the business combination?

After the merger, the new ticker symbol for Nuvve will be 'NVVE' for common shares and 'NVVEW' for warrants.

What are the financial implications of the merger for Nuvve?

The merger gives Nuvve access to approximately $57.5 million, which could enhance its growth and operational capabilities.

What risks does Nuvve face following its merger with NBAC?

Post-merger risks include potential operational disruptions, market acceptance challenges for electric vehicles, and competition.