Nuvve Becoming A Publicly Listed Company Through $102 Million Merger With Newborn Acquisition

By Dan Anderson ● November 12, 2020
  • Green energy technology company Nuvve Corporation — a leader in vehicle-to-grid (V2G) technology — and Newborn Acquisition Corp. have announced a deal to take Nuvve public.

Green energy technology company Nuvve Corporation — a leader in vehicle-to-grid (V2G) technology — and Newborn Acquisition Corp. (NASDAQ:NBAC, NBACU, NBACR, NBACW) a publicly traded special purpose acquisition company (SPAC) with approximately $57.5 million of cash in trust have announced the signing of a definitive merger agreement to take Nuvve public. These companies also announced the signing of definitive purchase agreements with institutional investors for the investment of approximately $18 million in the combined company through a PIPE and bridge financing. Once the deal is closed, the combined company will be named Nuvve Holding Corp. and is expected to remain listed on Nasdaq under the ticker symbol “NVVE.”

Nuvve’s proprietary V2G technology is enabling it to link multiple electric vehicle (EV) batteries into a virtual power plant (VPP) to provide bi-directional services to the electrical grid in a qualified and secure manner. And the VPP can generate revenue by selling excess power to utility companies or utilizing the saved power to reduce building energy peak consumption.

Nuvve holds a global portfolio of key V2G technology patents covering bi-directional capabilities and grid services with aggregated electric vehicles and has continued to build on its intellectual property portfolio by advancing V2G technology with commercial EV fleet deployments with both light-duty and heavy-duty vehicles. And Nuvve’s most established commercial operation is in Denmark where it has provided V2G services for more than 4 years with daily bidding on energy markets.

Following the recent announcements with leading OEMs in the North American electric school bus segment, Nuvve is further developing its offerings by combining its turnkey V2G solutions with finance packages to customers, including equipment financing, V2G services, infrastructure, and maintenance operations. And independent industry analysts have projected the global V2G technology market to be worth over $17 billion by 2027.

The combined company is going to be led by Nuvve’s experienced management team, headed by co-founder and CEO Gregory Poilasne. Poilasne will remain on the combined company’s Board of Directors along with current Nuvve COO Ted Smith.

Deal Terms

Newborn will be combining with Nuvve at a transaction value of approximately $102 million, subject to closing adjustments. And as consideration for the business combination, 10.17 million shares will be issued or reserved for issuance to existing Nuvve stockholders and option holders, based on a value of $10.00 per share.

And in connection with the business combination, Newborn has signed definitive agreements for the sale of approximately $14 million in equity to institutional investors in a PIPE. Nuvve also completed a $4 million bridge financing with an institutional investor in connection with the business combination. Upon the closing of the transactions — assuming no redemptions by Newborn shareholders — the resulting pro forma equity value of the combined company will be approximately $202 million.

The boards of directors of both Newborn and Nuvve have unanimously approved the proposed business combination. And the closing is subject to the approval of the stockholders of both Newborn and Nuvve and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. It is currently anticipated that the business combination will close in Q1 2021.

Craig-Hallum Capital Group is acting as the sole placement agent and M&A advisor on the transactions. And Roth Capital Partners is acting as capital markets advisor to Newborn. Graubard Miller is serving as legal counsel for Nuvve. The legal advisor to Newborn is Loeb & Loeb LLP.

KEY QUOTES:

“Since our founding in 2010, Nuvve has successfully delivered its patented and proprietary vehicle-to-grid technology and services to fleet customers, grid operators, electric utilities and other stakeholders around the world. We have likewise partnered and integrated with multiple automotive manufacturers and electric utilities worldwide to enable adoption of V2G technology. To date, Nuvve is the only company in the world qualified with several system operators to commercially provide V2G grid flexibility services to electric utilities and system operators from batteries of electric vehicles.”

“The rapid adoption of EV is driving the need for vehicle-grid integration, which are your more common one-way electric charging stations. While Nuvve is able to manage this one-way vehicle-grid integration, we believe that the integration of bi-directional vehicle-to-grid capabilities will help to stabilize the grid and reduce the overall cost of EV ownership, which will be critical to long-term EV adoption. The Nuvve system has successfully lowered the cost of electric vehicle ownership, while supporting the integration of renewable energy for a scalable and sustainable green society. We look forward to leveraging this business combination to accelerate the commercialization of Nuvve’s technology.”

— Gregory Poilasne, CEO and Chairman of Nuvve Corporation