Nxu, Inc. Files Registration Statement on Form S-4 for Proposed Business Combination with Verde Bioresins, Inc.
Nxu Inc (NASDAQ: NXU) has filed an S-4 registration statement with the SEC for its proposed merger with Verde Bioresins. The all-stock transaction will result in pre-Merger Verde stockholders owning approximately 95% of the combined company, while pre-Merger Nxu stockholders will own about 5%. The combined company will be renamed Verde Bioresins Corp and trade under the ticker 'VRDE'. Verde has been valued at approximately $306.9 million, while Nxu's enterprise value is set at approximately $16.2 million. The merger is expected to close in Q1 2025, subject to stockholder approvals and other conditions.
Nxu Inc (NASDAQ: NXU) ha presentato una dichiarazione di registrazione S-4 alla SEC per la sua proposta di fusione con Verde Bioresins. La transazione completamente azionaria porterà gli azionisti di Verde pre-fusione a possedere circa il 95% della società combinata, mentre gli azionisti di Nxu pre-fusione possederanno circa il 5%. La società combinata sarà rinominata Verde Bioresins Corp e sarà quotata sotto il simbolo 'VRDE'. Verde è stata valutata circa 306,9 milioni di dollari, mentre il valore aziendale di Nxu è stimato a circa 16,2 milioni di dollari. Si prevede che la fusione si concluda nel primo trimestre del 2025, soggetta all'approvazione degli azionisti e ad altre condizioni.
Nxu Inc (NASDAQ: NXU) ha presentado una declaración de registro S-4 ante la SEC para su propuesta de fusión con Verde Bioresins. La transacción, que será completamente en acciones, resultará en que los accionistas de Verde antes de la fusión posean aproximadamente el 95% de la empresa combinada, mientras que los accionistas de Nxu antes de la fusión poseerán alrededor del 5%. La empresa combinada se renombrará como Verde Bioresins Corp y cotizará bajo el ticker 'VRDE'. Verde ha sido valorada en aproximadamente $306.9 millones, mientras que el valor empresarial de Nxu se ha fijado en aproximadamente $16.2 millones. Se espera que la fusión se cierre en el primer trimestre de 2025, sujeto a la aprobación de los accionistas y otras condiciones.
Nxu Inc (NASDAQ: NXU)는 SEC에 Verde Bioresins와의 제안된 합병을 위한 S-4 등록 신고서를 제출했습니다. 이 전액 주식 거래로 인해 합병 전 Verde 주주가 결합된 회사의 약 95%를 소유하게 되고, 합병 전 Nxu 주주가 약 5%를 소유하게 됩니다. 결합된 회사는 Verde Bioresins Corp로 이름이 변경되며, 'VRDE'라는 시세 기호로 거래될 것입니다. Verde는 약 3억 6,900만 달러로 평가되었으며, Nxu의 기업 가치는 약 1,620만 달러로 설정되었습니다. 합병은 주주 승인과 기타 조건에 따라 2025년 1분기에 종료될 것으로 예상됩니다.
Nxu Inc (NASDAQ: NXU) a déposé une déclaration d'enregistrement S-4 auprès de la SEC pour sa fusion proposée avec Verde Bioresins. Cette transaction entièrement en actions entraînera une détention d'environ 95 % de la société combinée par les actionnaires de Verde avant la fusion, tandis que les actionnaires de Nxu avant la fusion posséderont environ 5 %. La société combinée sera renommée Verde Bioresins Corp et sera cotée sous le ticker 'VRDE'. Verde a été évaluée à environ 306,9 millions de dollars, tandis que la valeur d'entreprise de Nxu est estimée à environ 16,2 millions de dollars. La fusion devrait être finalisée au premier trimestre 2025, sous réserve de l'approbation des actionnaires et d'autres conditions.
Nxu Inc (NASDAQ: NXU) hat bei der SEC eine S-4-Registrierungserklärung für die vorgeschlagene Fusion mit Verde Bioresins eingereicht. Bei dieser vollständigen Aktienübertragung werden die Aktionäre von Verde vor der Fusion etwa 95% des fusionierten Unternehmens besitzen, während die Aktionäre von Nxu vor der Fusion etwa 5% besitzen werden. Das fusionierte Unternehmen wird in Verde Bioresins Corp umbenannt und unter dem Tickersymbol 'VRDE' gehandelt. Verde wurde mit etwa 306,9 Millionen US-Dollar bewertet, während der Unternehmenswert von Nxu auf etwa 16,2 Millionen US-Dollar festgelegt ist. Die Fusion wird voraussichtlich im ersten Quartal 2025 abgeschlossen, vorbehaltlich der Genehmigung durch die Aktionäre und anderer Bedingungen.
- All-stock transaction structure preserves cash resources
- Combined entity will maintain Nasdaq listing
- Clear valuation terms established: Verde at $306.9M and Nxu at $16.2M
- Significant dilution for current Nxu shareholders (reduced to 5% ownership)
- Final enterprise value may be reduced based on unpaid lease payments versus cash balance
Insights
This merger filing reveals significant structural changes ahead for NXU shareholders. The 95%/5% ownership split in favor of Verde shareholders signals a reverse merger situation, essentially transforming NXU into Verde Bioresins. The valuation metrics show Verde being valued at
The transaction structure suggests NXU shareholders will experience substantial dilution, though they gain exposure to Verde's bioplastics business. The change in ticker to "VRDE" and company name reinforces that this is effectively a takeover by Verde using NXU's public listing as a vehicle to access public markets. The deal's completion faces several hurdles including shareholder approvals and Nasdaq listing requirements.
MESA, Ariz., Nov. 12, 2024 (GLOBE NEWSWIRE) -- Nxu, Inc., (NASDAQ: NXU) (“Nxu”, “the Company”), a domestic technology company focused on energy storage and charging solutions for the infrastructure we need to power our electrified future, has filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) relating to the previously announced proposed merger ( the “Merger”) with Verde Bioresins, Inc. (“Verde”), a leader in sustainable product innovation and full-service bioplastics production.
As previously announced on October 24, 2024, Nxu and Verde have entered into a merger agreement pursuant to which Nxu will acquire all of the issued and outstanding common shares of Verde in an all-stock transaction. Upon closing of the Merger, the combined company is expected to be renamed Verde Bioresins, Corp. and list its common stock on Nasdaq under the new ticker symbol “VRDE.”
The registration statement includes a preliminary prospectus and proxy statement in connection with the Merger. Although the registration statement has not yet become effective and the information contained therein is subject to change, it provides important information about Nxu, Verde and the Merger.
Upon the closing of the Merger, it is expected that pre-Merger Verde stockholders will own approximately
The closing of the Merger is expected to occur in the first quarter 2025, subject to approval of Nxu’s stockholders, the registration statement being declared effective, approval of the combined company’s stock for trading on Nasdaq, approval of Verde’s stockholders and the satisfaction of other customary closing conditions.
“Filing the S-4 is a critical step toward completion of the Merger, marking the start of the SEC review process,” said Nxu Founder, Chairman, and CEO Mark Hanchett. “The Board believes in the potential long-term value creation from this combination, and urges shareholders to read the S-4 and proxy statement/prospectus and any amendments to such documents before making any voting or investment decision with respect to the Merger.”
About Verde
Verde is committed to pioneering sustainable solutions to the plastics problem in the form of biobased, biodegradable and recyclable PolyEarthylene resins. Verde is addressing the Growing Global Plastic Pollution Crisis:
About Nxu, Inc.
Nxu, Inc. is a domestic technology company leveraging its intellectual property and innovations to support e-Mobility and energy storage solutions. For more information, visit www.nxuenergy.com.
Advisors
Lake Street Capital Markets, LLC has provided a fairness opinion to the Nxu Board in connection with the proposed transaction. Snell & Wilmer L.L.P. is serving as legal counsel to Nxu in connection with the proposed transaction.
Roth Capital Partners, LLC is serving as financial advisor to Verde. Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Verde in connection with the proposed transaction.
Proxy Solicitor Information and Shareholder Questions
Nxu’s shareholders who have questions should contact info@nxuenergy.com
It is anticipated that the Nxu special shareholder meeting will take place in the first quarter of 2025. Nxu’s proxy solicitation will be handled by D.F. King & Co.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions.
These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including the risk factors set forth under “Risk Factors” in Part I, Item 1A of Nxu’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, set forth in Nxu’s subsequent Quarterly Reports on Form 10-Q or set forth in Nxu’s other filings with the SEC, and any of the following: (i) the expected timing to consummate the Merger and/or the transactions contemplated by the Merger Agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the Merger and/or the transactions contemplated by the Merger Agreement, including obtaining stockholder approvals and any required regulatory clearances; (iii) potential litigation relating to the Merger and/or the transactions contemplated by the Merger Agreement that could be instituted against Nxu, Verde or their respective directors; (iv) risks related to Nxu’s continued listing on Nasdaq until closing of the Merger; (v) risks related to (a) the combined company’s satisfaction of the Nasdaq initial listing application qualifications for the listing on the Nasdaq Capital Market and (b) Nasdaq’s approval of the listing of the shares of Nxu common stock to be issued in connection with the Merger; (vi) risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; (vii) uncertainties regarding unexpected costs, liabilities or delays in connection with the consummation of the Merger and/or the transactions contemplated by the Merger Agreement, and the impact such costs, liabilities or delays would have on the anticipated cash resources of the combined company upon closing; (viii) operating costs, customer loss and business disruptions arising from the Merger and/or the transactions contemplated by the Merger Agreement and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; (ix) the ability of Nxu and Verde to protect their respective intellectual property rights; (x) competitive responses to the proposed Merger and changes in expected or existing competition; (xi) Nxu’s, Verde’s, and the combined company’s limited operating history; (xii) the combined company’s ability to manage growth; (xiii) changes in capital requirements’ (xiv) the combined company’s ability to obtain additional financing; (xv) other adverse economic, business, and/or competitive factors; and (xvi) other risks to the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including circumstances that could give rise to the termination of the Merger Agreement and the risk that the transactions contemplated thereby will not be consummated within the expected time period, without undue delay, cost or expense, or at all.
All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Nxu nor Verde undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.
Important Additional Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Nxu has filed a Registration Statement on Form S-4 (as amended, the “Registration Statement”), that contains a preliminary proxy statement of Nxu and a prospectus with respect to shares of Nxu’s common stock to be issued in connection with the proposed transaction. NXU URGES ITS INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PRELIMINARY PROXY STATEMENT/PROSPECTUS, DEFINITIVE PROXY STATEMENT/PROSPECTUS (ONCE AVAILABLE), AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NXU, VERDE, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the registration statement, preliminary proxy statement/prospectus, definitive proxy statement/prospectus (once available), and other documents filed by Nxu with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that Nxu communicates with investors and the public using its website (www.nxuenergy.com) and the investor relations website (investors.nxuenergy.com), where anyone will be able to obtain free copies of the registration statement, preliminary proxy statement/prospectus, definitive proxy statement/prospectus (once available) and other documents filed by Nxu with the SEC and investors and stockholders are urged to read the registration statement, preliminary proxy statement/prospectus, definitive proxy statement/prospectus (once available) and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
No Offer or Solicitation
This press release is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or any invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
Participants in the Solicitation
Nxu, Verde and their respective directors, executive officers and other members of management may be considered participants in the solicitation of proxies in connection with the proposed transactions. Information about Nxu’s directors and executive officers, consisting of Mark Hanchett, Annie Pratt, Britt Ide, Jessica Billingsley and Sarah Wyant, including a description of their direct or indirect interest, by security holdings or otherwise, can be found under the captions, “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in the definitive proxy statement on Schedule 14A for Nxu’s 2024 annual meeting of stockholders, filed with the SEC on May 2, 2024 (the “2024 Nxu Proxy Statement”). To the extent that Nxu’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2024 Nxu Proxy Statement, such transactions have been or will be reflected on Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the persons who may be deemed participants in the solicitation of proxies, including the information about the directors and executive officers of Verde, will be included in the Proxy Statement/Prospectus and other relevant materials relating to the proposed transaction when it is filed with the SEC. Investors should read the Registration Statement, Proxy Statement/Prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. These documents can be obtained free of charge from the sources indicated above.
CONTACT:
Nxu, Inc.
info@nxuenergy.com
FAQ
What is the ownership split in the Nxu (NXU) and Verde Bioresins merger?
What will be the new ticker symbol after Nxu (NXU) merges with Verde Bioresins?
When is the Nxu (NXU) and Verde Bioresins merger expected to close?
What is the enterprise value of Verde Bioresins in the merger with Nxu (NXU)?
