SAN DIEGO, Feb. 3, 2021 /PRNewswire/ -- Newborn
Acquisition Corp. ("Newborn" or the "Company") (NASDAQ:NBAC), a
special purpose acquisition company, is holding an Extraordinary
General Meeting on February 10, 2021
at 8:00 a.m., Hong Kong Time
(7:00 p.m. Eastern Time on
February 9, 2021).
Shareholders have received two notifications from their brokers
- one for their proxy vote and one for their redemption
election.
Proxy Vote Notification
Proxy Materials have been distributed to shareholders of record
by email notification and U.S. postal service. The
extraordinary general meeting is being held to amend Newborn's
amended and restated memorandum and articles of association to
extend the date by which the Company has to consummate a Business
Combination (the "Extension") for an additional three (3) months,
from February 19, 2021 to
May 19, 2021, without depositing
additional funds in the company's trust account and a proposal to
amend the Company's investment management trust agreement to make
changes necessary to reflect the Extension.
Approval of the Extension Amendment will require a Special
Resolution under Cayman Islands
law, which requires the affirmative vote of a majority of at least
two-thirds of the shareholders who attend and vote at the
Extraordinary General Meeting.
Approval of the Trust Amendment will require the affirmative
vote of holders of at least 50% of the ordinary shares sold in the
Company's IPO.
The Board recommends a vote "FOR" the company's
proposals.
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.
Shareholders must have been a shareholder of record as of
January 15, 2021, the record date for
the special meeting, in order to vote at the special
meeting.
Redemption Election Notification
Pursuant to Newborn's charter, the holders of Newborn's ordinary
shares must be given the opportunity to redeem their shares in
connection with the Extension, even if the price of the ordinary
shares on Nasdaq is higher than the redemption price.
Shareholders have received notification from their brokers
asking them to either accept or decline the redemption offer.
If you are a holder of Newborn's ordinary shares and want to
continue to hold those shares, you should not redeem your shares in
connection with the Extension by declining or ignoring the
offer.
If the Amendments are approved by stockholders, the remaining
holders of Newborn ordinary shares will retain their rights to
redeem their shares and vote on the Business Combination when the
transaction is submitted to Newborn's shareholders at a future
date. The Business Combination is expected to be completed in
the first quarter of 2021, subject to, among other things, the
approval by Newborn's shareholders, satisfaction of the conditions
stated in the definitive agreement and other customary closing
conditions.
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.
Important Information and Where to Find it
In connection with the Extraordinary General Meeting to be held
on February 10, 2021, Newborn
Acquisition Corp. has filed a definitive proxy statement with the
SEC.
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
preliminary 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 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.
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SOURCE Nuvve Corporation