NEW YORK, Feb. 22, 2021 /PRNewswire/ -- 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.
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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SOURCE Newborn Acquisition Corp.