UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 19, 2021
Date of Report (Date of earliest event reported)
Newborn Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-39230 | n/a | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number)
|
(I.R.S. Employer Identification No.) |
|
Room 801, Building C SOHO Square, No. 88 Zhongshan East 2nd Road, Huangpu District Shanghai, China |
200002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +86 155 0219 5891
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares | NBAC | The Nasdaq Stock Market LLC | ||
| Warrants | NBACW | The Nasdaq Stock Market LLC | ||
| Units | NBACU | The Nasdaq Stock Market LLC | ||
| Rights | NBACR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Newborn Acquisition Corp. (“Newborn”), NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nuvve Corporation, a Delaware corporation (“Nuvve”), and Ted Smith, an individual, as the representative of the stockholders of Nuvve and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (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; (xviii) 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. A further list and description of risks and uncertainties can be found in Newborn’s initial public offering prospectus dated February 13, 2020, in Newborn’s quarterly reports on Form 10-Q filed with the SEC subsequent thereto and in the Registration Statement on Form S-4 and proxy statement filed with the SEC by the Purchaser in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Newborn, Purchaser, Merger Sub, Nuvve, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
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Additional Information and Where to Find It
In connection with the transaction described herein, Newborn and Purchaser have filed and will file relevant materials with the Securities and Exchange Commission (the “SEC”), including the Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card have been mailed to stockholders as of February 10, 2021 for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders are also able to obtain a copy of the Registration Statement on Form S-4 and proxy statement without charge from Newborn. The Registration Statement on Form S-4 and proxy statement may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Newborn at Room 801, Building C, SOHO Square, No. 88, Zhongshan East 2nd Road, Huangpu District, Shanghai, China, 200002. INVESTORS AND SECURITY HOLDERS OF NEWBORN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT NEWBORN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWBORN, NUVVE AND THE TRANSACTIONS.
Participants in Solicitation
Newborn, Purchaser, Merger Sub, Nuvve, certain shareholders of Nuvve, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Newborn common stock in respect of the proposed transaction. Information about Newborn’s directors and executive officers and their ownership of Newborn’s common stock is set forth in Newborn’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation is included in the proxy statement/prospectus pertaining to the proposed transaction. These documents can be obtained free of charge from the sources indicated above.
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Item 1.01. Entry into a Material Definitive Agreement.
On February 20, 2021, Newborn Acquisition Corp. (the “Company”), NB Merger Corp., Nuvve Merger Sub Inc., Nuvve Corporation (“Nuvve”), and Ted Smith, as the representative of the stockholders of the Company, entered into an amendment (the “Amendment”) to the Merger Agreement dated November 11, 2020. Pursuant to the Amendment, any loans made to Nuvve pursuant to the Payroll Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act, to the extent that such loans are eligible for forgiveness, will be excluded from Nuvve’s indebtedness for purposes of determining the merger consideration to be paid to Nuvve’s stockholders. In addition, in the event that such loans are determined not to be eligible for forgiveness within 12 months following the closing of the merger, the combined company may seek indemnification for such amounts against the shares held in escrow for indemnification purposes.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 19, 2021, the Company issued two unsecured promissory notes (the “Notes”), each in an amount of $287,500 (or an aggregate principal amount of $575,000), to NeoGenesis Holding Co. Ltd. (“NeoGenesis”), the Company’s sponsor, and Nuvve respectively, in exchange for NeoGenesis and Nuvve each depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination with Nuvve. The Notes do not bear interest and mature upon closing of the business combination. In addition, the Notes may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 18, 2021, the Company convened its scheduled extraordinary general meeting of shareholders but adjourned the meeting because it had not received a sufficient number of votes to approve one of the proposals set forth in the related proxy statement. The meeting will not be rescheduled, as the Company moved forward with extending its life by depositing additional monies into its trust account as described in Item 2.03.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 1.1 | Amendment to Merger Agreement dated February 20, 2021 | |
| 99.1 | Press Release dated February 22, 2021 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 22, 2021
NEWBORN ACQUISITION CORP.
| By: | /s/ Wenhui Xiong | |
| Name: | Wenhui Xiong | |
| Title: | Chief Executive Officer |
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Exhibit 1.1
AMENDMENT TO
MERGER AGREEMENT
This Amendment (this “Amendment”) to the Merger Agreement (the “Merger Agreement”), dated as of November 11, 2020, by and among Newborn Acquisition Corp., a Cayman Islands exempted company (the “Parent”), NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nuvve Corporation, a Delaware corporation (the “Company”), and Ted Smith, an individual, as the representative of the stockholders of the Company (the “Stockholders’ Representative”), is entered into as of February 20, 2021, by and among the Parent, the Purchaser, the Merger Sub, the Company and the Stockholders’ Representative. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Merger Agreement.
W I T N E S S E T H :
A. The parties to the Merger Agreement desire to amend the Merger Agreement as expressly provided in this Amendment pursuant to Section 13.2 of the Merger Agreement.
The parties accordingly agree as follows:
ARTICLE I.
AMENDMENTS
1.1 Amendment to Article I. Sections 1.21 to 1.71 of the Merger Agreement are hereby renumbered as Sections 1.22 to 1.72 and a new Section 1.21 is hereby inserted in Article I of the Merger Agreement, which shall read in its entirety as follows:
“1.21 “Eligible PPP Loan” means any loan made to the Company under the Payroll Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act, except to the extent the applicable lender and/or the Small Business Administration has made a determination that any such loan is not eligible for forgiveness, and all requests for review and any available appeals have been exhausted.”
1.2 Amendment to Article VI. Section 4.1(a)(ii) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“(ii) The aggregate amount to be paid by the Purchaser at the Closing with respect to the Company Common Stock (other than the Bridge Loan Shares) and the Company Options shall equal (x) $100,000,000, plus (y) the aggregate exercise price of the Company Options outstanding as of the date hereof or issued between the date hereof and the Closing, minus (z) the amount of the Company’s Indebtedness for borrowed money immediately prior to the Closing (after the conversion of the Bridge Loan and other than any Eligible PPP Loan) as set forth in the Closing Statement (the “Closing Merger Consideration”), payable in shares of Purchaser Common Stock in accordance with Section 4.1(b) below.”
1.3 Amendment to Article X.
(a) Section 10.1(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“(a) Subject to the terms and conditions of this Article X and from and after the Closing Date, (x) the Purchaser, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assigns (the “Purchaser Indemnified Parties”) shall be indemnified and held harmless against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by the Purchaser Indemnified Parties as a result of or in connection with any breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of the Company Group contained herein, and (y) the Purchaser shall be indemnified and held harmless against and in respect of the amount of any loan which qualifies as an Eligible PPP Loan as of the Closing and is excluded from the calculation of Indebtedness as of the Closing in accordance with the Section 4.1(a)(ii), to the extent (A) the applicable lender and/or the Small Business Administration determines, within twelve (12) months following the Closing, that any such loan is not eligible for forgiveness, and all requests for review and any available appeals have been exhausted, and (B) the Company did not, prior to the Closing, deposit in an escrow account controlled by the applicable lender funds equal to the outstanding balance of the Eligible PPP Loan. Notwithstanding the foregoing, (i) no Purchaser Indemnified Party shall assert any claim, and shall not be entitled to indemnification under clause (x), unless and until the aggregate amount of all Losses indemnifiable hereunder exceeds an amount equal to $560,000 (the “Threshold”), in which event the Purchaser Indemnified Party shall be indemnified for the aggregate amount of all Losses in excess of the Threshold, and (ii) any liability incurred pursuant to the terms of this Article X shall be paid solely by the return for cancellation of the Escrow Shares in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between the Purchaser, the Company, the Stockholders’ Representative, and Continental Stock Transfer & Trust Company (the “Escrow Agreement”).”
(b) Section 10.4(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
“(a) In the event that the Purchaser Indemnified Parties are entitled to any indemnification pursuant to this Article X, the Purchaser Indemnified Parties shall be paid exclusively from the Escrow Shares in accordance with the terms of the Escrow Agreement, with such Escrow Shares valued at (i) in the case of any claim for indemnification pursuant to clause (x) of Section 10.1(a), a price per share equal to the five-day trailing average of the mean of the high and low trading prices of Purchaser Common Stock as of the five trading days immediately preceding the satisfaction of such Losses, or (ii) in the case of any claim for indemnification pursuant to clause (y) of Section 10.1(a), a price per share equal to $10.00 (subject to adjustment to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, with respect to the Purchaser Common Stock subsequent to the Closing Date).”
ARTICLE II.
MISCELLANEOUS
2.1 Remaining Provision; References. Except as expressly modified by this Amendment, the Merger Agreement shall remain in full force and effect. Each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Merger Agreement, and each reference in any other document relating to the “Merger Agreement,” “thereunder,” “thereof” or words of like import referring to the Merger Agreement, means and references the Merger Agreement as amended by this Amendment.
2.2 Miscellaneous. Article XI and Article XIII of the Merger Agreement shall apply to this Amendment, mutatis mutandis.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| PARENT: | |||
| NEWBORN ACQUISITION CORP., a Cayman Islands exempted company | |||
| By: | /s/ Wenhui Xiong | ||
| Name: | Wenhui Xiong | ||
| Title: | Chief Executive Officer | ||
| PURCHASER: | |||
| NB MERGER CORP., a Delaware corporation | |||
| By: | /s/ Wenhui Xiong | ||
| Name: | Wenhui Xiong | ||
| Title: | President | ||
| MERGER SUB: | |||
| NUVVE MERGER SUB INC., a Delaware corporation | |||
| By: | /s/ Wenhui Xiong | ||
| Name: | Wenhui Xiong | ||
| Title: | President | ||
| COMPANY: | |||
| NUVVE CORPORATION, a Delaware corporation | |||
| By: | /s/ Gregory Poilasne | ||
| Name: | Gregory Poilasne | ||
| Title: | Chief Executive Officer | ||
| STOCKHOLDERS’ REPRESENTATIVE: | |||
| /s/ Ted Smith | |||
| Ted Smith | |||
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Exhibit 99.1
Newborn Acquisition Corp. Announces Date of Shareholder Meeting to Vote on Business Combination with Nuvve Corporation
February 22, 2021 -- Newborn Acquisition Corp. (“Newborn” or the "Company") (NASDAQ:NBAC), announced today that it has scheduled its extraordinary general meeting of its shareholders (the "Meeting") to vote on the proposed business combination with Nuvve Corporation. The meeting will be held at Room 801, Building C, SOHO Square, No. 88, Zhongshan East 2nd Road, Huangpu District, Shanghai, 200002, China on March 17, 2021 at 8:00 a.m., Hong Kong Time (7:00 p.m. Eastern Time on March 16, 2021). Due to the coronavirus (“COVID-19”) pandemic and the various travel and other restrictions in place, we are strongly encouraging our shareholders to attend the Extraordinary General Meeting virtually by means of a teleconference using the dial in instructions in the proxy statement.
In connection with the Meeting, Newborn filed its definitive proxy statement for the Meeting with the Securities and Exchange Commission and has commenced mailing proxy materials to its shareholders of record as of February 10, 2021, the record date for the Meeting.
Wenhui Xiong, Chairman and CEO of Newborn, commented: “We are very pleased to be able to schedule the shareholder meeting to vote on the proposed business combination with Nuvve Corporation. I want to thank our shareholders for their support and patience through this process, and also to remind them that their vote is important no matter how many shares they own. We look forward to closing the proposed business combination as soon as practicable following the Meeting.”
You are encouraged to submit your vote as soon as possible to ensure it is represented at the Meeting. Please note that if your shares are held at brokerage firm or bank, your broker will not vote your shares for you. You must cast the vote. For assistance with voting your shares please contact Advantage Proxy, Inc. toll free at 1-877-870-8565, collect at 1-206-870-8565 or by email to ksmith@advantageproxy.com.
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 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.
Investor Contact
Lytham Partners
Robert Blum
nuvve@lythampartners.com
+1 602 889 9700
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.
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Important Information and Where to Find it
In connection with the proposed Business Combination, NB Merger Corp., as the successor to Newborn, filed a registration statement on Form S-4 (the "Form S-4") with the SEC. The Form S-4 includes a proxy statement/prospectus of Newborn and NB Merger Corp., which Newborn filed with the SEC as a proxy statement on Schedule 14A, for the solicitation of proxies from Newborn's shareholders and for the offering of NB Merger Corp.'s securities to the security holders of Newborn and Nuvve in the Business Combination. Additionally, Newborn and NB Merger Corp. 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 has been 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.
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