Filed Pursuant to Rule 424(b)(3)

Registration No. 333-251559

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
NEWBORN ACQUISITION CORP.
AND
PROSPECTUS FOR COMMON STOCK AND WARRANTS OF
NB MERGER CORP.

Proxy Statement/Prospectus dated February 16, 2021
and first mailed to the shareholders of Newborn Acquisition Corp.
on or about February 17, 2021

To the Shareholders of Newborn Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting of Newborn Acquisition Corp. (“Newborn,” “NBAC,” “we”, “our”, or “us”), which 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) (the “Extraordinary General Meeting”). Due to the coronavirus (“COVID-19”) pandemic, we are encouraging our shareholders to attend the Extraordinary General Meeting virtually by means of a teleconference. We are a Cayman Islands exempted company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.”

On November 11, 2020, we entered into a merger agreement (the “Merger Agreement”), which provides for a business combination between Newborn and Nuvve Corporation, a Delaware corporation (“Nuvve”). Pursuant to the Merger Agreement, the business combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of Newborn, Newborn will reincorporate to the State of Delaware by merging with and into NB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Newborn (“PubCo”), with PubCo surviving as the publicly traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Nuvve Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Newborn, PubCo, Merger Sub, Nuvve and Ted Smith, an individual, as the representative of the stockholders of Nuvve (“Stockholders’ Representative”). A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

Concurrently with the execution of the Merger Agreement, Newborn entered into subscription agreements with certain accredited investors, pursuant to which such investors agreed to purchase an aggregate of 1,425,000 ordinary shares, par value $0.0001 per share, of Newborn (“NBAC Ordinary Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 (the “PIPE Investment”). The investors will also receive warrants to purchase 1,353,750 NBAC Ordinary Shares. The warrants will have the same terms as Newborn’s public warrants, each of which entitles the holder to purchase one-half of one NBAC Ordinary Share at a price of $11.50 per whole NBAC Ordinary Share (“NBAC Warrants”). Also concurrently with the execution of the Merger Agreement, Nuvve entered into a bridge loan agreement with an accredited investor, pursuant to which, on November 17, 2020, the investor purchased a $4,000,000 convertible debenture from Nuvve (the “Bridge Loan”). The PIPE Investment will close, and the debenture will automatically convert into shares of Nuvve common stock, immediately prior to the closing of the transactions contemplated by the Merger Agreement.

At the closing of the Acquisition Merger, each share of common stock, par value $0.0001 per share, of Nuvve (“Nuvve Common Stock”) outstanding immediately prior thereto (including the shares issued upon conversion of Nuvve’s preferred stock and upon conversion of the Bridge Loan as described elsewhere in this proxy statement/prospectus) automatically will be converted in the Acquisition Merger into a number of shares of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”) equal to the Closing Exchange Ratio (as described elsewhere in this proxy statement/prospectus). Each outstanding option to purchase Nuvve Common Stock (“Nuvve Options”) will be assumed by PubCo and converted into an option to purchase a number of shares of PubCo Common stock equal to the number of shares of Nuvve Common Stock subject to such option immediately prior to the closing multiplied by the Closing Exchange Ratio, at an exercise price equal to the exercise price immediately prior to the closing divided by the Closing Exchange Ratio. We presently estimate that the Closing Exchange Ratio will be approximately 0.2124.

Upon the closing of the Acquisition Merger, based on the estimated Closing Exchange Ratio set forth above and assuming no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing, an estimated 9,068,419 shares of PubCo Common Stock will be issued to the Nuvve stockholders (after the repurchase of 600,000 shares from one of the Nuvve stockholders as described elsewhere in this proxy statement/prospectus) and 1,301,715 shares of PubCo Common Stock will be reserved for issuance pursuant to the Nuvve Options assumed by PubCo. Of the shares issued to the Nuvve stockholders, an estimated 912,460 shares of PubCo Common Stock will be held in escrow to satisfy any indemnification obligations under the Merger Agreement.

Nuvve’s stockholders (other than the Bridge Loan investor) will be entitled to receive an additional 4,000,000 “earn-out” shares of PubCo Common Stock if, for the fiscal year ending December 31, 2021, PubCo’s revenue equals or exceeds $30,000,000.

At the closing of the Reincorporation Merger, which will occur immediately prior to the Acquisition Merger, Newborn’s outstanding securities will be converted into a like number of equivalent securities of PubCo, except that each of Newborn’s rights (the “NBAC Rights”) will be converted automatically into one-tenth of one share of PubCo Common Stock in accordance with its terms.

In addition, the financial advisor to Newborn will receive a success fee of an estimated 208,526 shares of PubCo Common Stock. The financial advisor introduced Newborn to Nuvve, assisted with the structure of the transaction, and provided advice on the transaction process to Newborn. The financial advisor also acted as agent in the $14,250,000 PIPE Investment that was announced concurrently with the signing of the definitive Merger Agreement.

It is anticipated that, immediately after consummation of the PIPE Investment and the Business Combination, Newborn’s shareholders, including the initial shareholders, and rightsholders will own approximately 43.0% of the issued PubCo Common Stock, Nuvve’s stockholders will own approximately 48.3% of the issued PubCo Common Stock, and the investors in the PIPE Investment will own approximately 7.6% of the issued PubCo Common Stock. These relative percentages assume that (i) none of Newborn’s existing public shareholders exercise their redemption rights as discussed herein, (ii) no PubCo Warrants or unit purchase options of PubCo (“PubCo UPOs”) are exercised, and (iii) no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing. If any of Newborn’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Newborn’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

At the Extraordinary General Meeting, Newborn shareholders will be asked to consider and vote upon the following proposals:

1.      approval by special resolution of the Reincorporation Merger, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1;”

2.      approval by separate special resolution of each material difference between the proposed Amended and Restated Certificate of Incorporation of PubCo (the “proposed charter”), a copy of which is attached to this proxy statement/prospectus as Annex B, and the amended and restated memorandum and articles of association of Newborn, which we refer to as the “Charter Proposals” or “Proposal No. 2;”

3.      approval by ordinary resolution of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 3;”

4.      approval by ordinary resolution: (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Newborn ordinary shares and the resulting change in control in connection with the Acquisition Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of Newborn ordinary shares in connection with the PIPE Investment, which we refer to as the “Nasdaq Proposal” or “Proposal No. 4;”

5.      approval by ordinary resolution of the appointment of Gregory Poilasne, Ted Smith, Richard A. Ashby, Angela Strand, Kenji Yodose, H. David Sherman and Jon M. Montgomery to serve on PubCo’s board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement, which we refer to as the “Director Election Proposal” or “Proposal No. 5;”

6.      approval by ordinary resolution of PubCo’s 2020 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex C, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 6;” and

7.      approval by ordinary resolution to adjourn the Extraordinary General Meeting under certain circumstances, as more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 7” and, together with the Reincorporation Merger Proposal, the Charter Proposals, the Acquisition Merger Proposal, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal, the “Proposals.”

The NBAC Ordinary Shares, the NBAC Rights, the NBAC Warrants and Newborn’s units, each consisting of one NBAC Ordinary Share, one NBAC Right and one NBAC Warrant (the “NBAC Units”), are currently listed on the Nasdaq Capital Market under the symbols “NBAC,” “NBACR,” “NBACW” and “NBACU,” respectively. PubCo intends to apply to list the PubCo Common Stock and PubCo Warrants on the Nasdaq Capital Market under the symbols “NVVE” and “NVVEW,” respectively, in connection with the closing of the Business Combination. Newborn cannot assure you that the PubCo Common Stock and PubCo Warrants will be approved for listing on Nasdaq.

Pursuant to Newborn’s amended and restated memorandum and articles of association, Newborn is providing its public shareholders with the opportunity to redeem all or a portion of their NBAC Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Newborn’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding NBAC Ordinary Shares that were sold as part of the NBAC Units in Newborn’s initial public offering (“IPO”), subject to the limitations described herein. Newborn estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.069 at the time of the Extraordinary General Meeting (based on the balance in the trust account of approximately $57,896,340 as of February 5, 2021). On February 5, 2021, the last sale price of NBAC Ordinary Shares was $19.10.

Newborn’s public shareholders may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. Newborn has no specified maximum redemption threshold under its amended and restated memorandum and articles of association. However, under its amended and restated memorandum and articles of association, Newborn shall not redeem public shares that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon the consummation of the Business Combination. In addition, it is a condition to Nuvve’s obligations under the Merger Agreement that PubCo shall have not less than $15,000,000 of cash available to it immediately after the closing, including net proceeds from the trust account and the PIPE Investment. Although we expect these conditions to be met as a result of the PIPE Investment, if redemptions by Newborn’s public shareholders cause this closing condition not to be met, then Nuvve will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that Nuvve waives this condition, Newborn does not intend to seek additional shareholder approval or to extend the time period in which its public shareholders can exercise their redemption rights. Holders of outstanding NBAC Warrants, NBAC Rights and unit purchase options of Newborn (“NBAC UPOs”) do not have redemption rights in connection with the Business Combination.

Newborn is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements thereof. Newborn’s initial shareholders, including NeoGenesis Holding Co. Ltd. (“Sponsor”), and its officers and directors, who own approximately 22.9% of NBAC Ordinary Shares as of the record date, have agreed to vote their NBAC Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each Newborn shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person (or via teleconference), please submit your proxy card without delay. Newborn shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person or through the virtual meeting platform if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person (or via teleconference), you may withdraw your proxy and vote in person or through the virtual

meeting platform. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (or via teleconference), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have no effect on any of the Proposals.

Investing in PubCo securities involves a high degree of risk. We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 30.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Newborn’s board of directors has unanimously approved the Merger Agreement and the Plan of Merger, and unanimously recommends that Newborn shareholders vote “FOR” approval of each of the Proposals. When you consider Newborn’s board of directors’ recommendation of these Proposals, you should keep in mind that Newborn’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “Proposal No. 3 The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Newborn with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

If you would like to request documents, please do so no later than March 8, 2021 to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find More Information” to find out where you can find more information about Newborn, PubCo and Nuvve.

On behalf of the Newborn’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Newborn Acquisition Corp.

Room 801, Building C

SOHO Square, No. 88

Zhongshan East 2nd Road, Huangpu District

Shanghai, 200002, China

Tel: +86 155 0219 5891

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON March 17, 2021

TO THE SHAREHOLDERS OF NEWBORN ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Newborn Acquisition Corp., a Cayman Islands exempted company (“Newborn”), 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), and virtually by means of a teleconference using the following dial-in information:

The Extraordinary General Meeting will be held for the following purposes:

1.      To consider and vote upon a proposal to approve by special resolution the merger of Newborn with and into PubCo, its wholly owned Delaware subsidiary, with PubCo surviving the merger. The merger will change Newborn’s place of incorporation from Cayman Islands to Delaware. We refer to the merger as the Reincorporation Merger. This proposal is referred to as the “Reincorporation Merger Proposal” or “Proposal No. 1.”

2.      To consider and vote upon a set of separate proposals to approve by special resolution each material difference between the proposed Amended and Restated Certificate of Incorporation of PubCo and the amended and restated memorandum and articles of association of Newborn. These proposals are collectively referred to as the “Charter Proposals” or “Proposal No. 2.”

3.      To consider and vote upon a proposal to approve by ordinary resolution the merger of Merger Sub, a wholly-owned subsidiary of PubCo, with and into Nuvve, with Nuvve surviving the merger as a wholly-owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger. This proposal is referred to as the “Acquisition Merger Proposal” or “Proposal No. 3.”

4.      To consider and vote upon a proposal to approve by ordinary resolution (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Newborn ordinary shares and the resulting change in control in connection with the Acquisition Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of Newborn ordinary shares in connection with the PIPE Investment. This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 4.”

5.      To consider and vote upon a proposal to approve by ordinary resolution the appointment of Richard A. Ashby and Jon M. Montgomery as Class A directors serving until PubCo’s 2022 annual meeting of stockholders; Angela Strand and H. David Sherman as Class B directors serving until PubCo’s 2023 annual meeting of stockholders; and Gregory Poilasne, Ted Smith and Kenji Yodose as Class C directors serving until PubCo’s 2024 annual meeting of stockholders; and in each case, effective as of the closing of the Business Combination in accordance with the Merger Agreement. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

6.      To consider and vote upon a proposal to approve by ordinary resolution the Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 6.”

7.      To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting under certain circumstances, as more fully described in the accompanying proxy statement/prospectus. This proposal is called the “Adjournment Proposal” or “Proposal No. 7.”

The proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Business Combination is conditioned upon the approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal. The Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal are dependent upon the consummation of the Business Combination. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, or if any of the Charter Proposals, the Nasdaq Proposal, the Director Election Proposal or the Incentive Plan Proposal is not approved and the applicable condition in the Merger Agreement is not waived, then Newborn will not consummate the Business Combination. In the absence of shareholder approval for an extension, if Newborn does not consummate the Business Combination and fails to complete another initial business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Newborn will be required to dissolve and liquidate.

As of February 10, 2021, the record date, there were 7,460,000 NBAC Ordinary Shares issued and outstanding and entitled to vote. Only Newborn shareholders who hold shares of record as of the close of business on the record date are entitled to vote on the Proposals at the Extraordinary General Meeting or any adjournment thereof. This proxy statement/prospectus is first being mailed to Newborn shareholders on or about February 17, 2021. Approval of each of the Reincorporation Merger Proposal and the Charter Proposals will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of each of the Acquisition Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

Whether or not you plan to attend the Extraordinary General Meeting in person (or via teleconference), please submit your proxy card without delay to our transfer agent, Continental Stock Transfer & Trust Company, not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person or through the virtual meeting platform if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the meeting in person (or via teleconference), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a written revocation to Advantage Proxy, Attention: Karen Smith, E-mail: KSmith@advantageproxy.com, that is received by our proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The Newborn’s board of directors unanimously recommends that you vote “FOR” approval of each of the Proposals.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus:

•        “Chardan” refers to Chardan Capital Markets, LLC, the representative of the underwriters in the IPO.

•        “Closing Date” refers to the date on which the Business Combination is consummated.

•        “Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•        “initial shareholders” refers to the shareholders of Newborn immediately prior to the IPO.

•        “IPO” refers to the initial public offering of 5,750,000 units (including the 750,000 units after the full exercise of the over-allotment option) of Newborn consummated on February 19, 2020.

•        “Loeb” refers to Loeb & Loeb LLP.

•        “LOI” refers to a letter of intent.

•        “Merger Agreement” refers to the merger agreement by and among Newborn, PubCo, Merger Sub, Nuvve and Ted Smith, an individual, as the representative of Nuvve’s stockholders.

•        “Plan of Merger” refers to a plan of merger by and between Newborn and PubCo.

•        “public shareholders” means the holders of the ordinary shares of Newborn which were sold as part of the IPO, or “public shares,” whether they were purchased in the IPO or in the aftermarket, including any of our initial shareholders to the extent that they purchase such public shares (except that our initial shareholders will not have conversion or tender rights with respect to any public shares they own);

•        “Securities Act” refers to the Securities Act of 1933, as amended.

•        “Sponsor” refers to NeoGenesis Holding Co. Ltd., a British Virgin Islands entity that is owned and controlled by Wenhui Xiong, Newborn’s chairman and chief executive officer.

•        “US Dollars,” “$” and “USD$” refer to the legal currency of the United States.

•        “U.S. GAAP” refers to accounting principles generally accepted in the United States.

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of PubCo, Newborn and/or Nuvve and other statements about the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nuvve” and “Business of Nuvve.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Newborn and Nuvve, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those relating to:

•        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;

•        the outcome of any legal proceedings that may be instituted against Newborn or Nuvve following announcement of the transactions;

•        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;

•        disruption of Nuvve’s current plans and operations as a result of the announcement of the transactions;

•        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;

•        diversion of management attention from ongoing business operations due to the proposed Business Combination;

•        costs related to the Business Combination; and

•        the possibility that Nuvve may be adversely affected by other economic, business, and/or competitive factors.

The section in this proxy statement/prospectus entitled “Risk Factors” and the other cautionary language discussed in this proxy statement/prospectus provide examples of other risks, uncertainties and potential events that may cause actual developments to differ materially from those expressed or implied by the forward-looking statements, including those relating to:

Nuvve’s Business

•        Nuvve’s early stage of development, its history of net losses, and its expectation for losses to continue in the future;

•        Nuvve’s ability to manage growth effectively;

•        Nuvve’s reliance on charging station manufacturing and other partners;

•        existing and future competition in the EV charging market;

•        pandemics and health crises, including the COVID-19 pandemic;

•        Nuvve’s ability to increase sales of its products and services, especially to fleet operators,

•        Nuvve’s participation in the energy markets;

•        the interconnection of Nuvve’s GIVeTM platform to the electrical grid;

•        significant payments under the agreement pursuant which Nuvve acquired certain of its key patents;

•        Nuvve’s international operations, including related tax, compliance, market and other risks;

•        Nuvve’s ability to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel;

•        inexperience of Nuvve’s management in operating a public company;

•        acquisitions by Nuvve of other businesses;

EV Charging Industry

•        the improvement of technologies that affect the demand for EVs;

•        changes to fuel economy standards;

•        the rate of adoption of EVs;

•        the availability of rebates, tax credits and other financial incentives;

•        the rate of technological change in the industry;

•        the accuracy of market opportunity and market growth forecasts;

Nuvve’s Technology, Intellectual Property and Infrastructure

•        Nuvve’s ability to protect its intellectual property rights;

•        Nuvve’s ability to obtain patents;

•        the possibility Nuvve will become subject to infringement claims;

•        Nuvve’s investment in research and development;

•        the existence of undetected defects, errors or bugs in its hardware or software;

•        interruptions, delays in service or inability to increase capacity at third-party data center facilities;

•        the occurrence of computer malware, viruses, ransomware, hacking or phishing attacks or similar disruptions;

Nuvve’s Customers

•        the renewal of customer service contracts;

•        Nuvve’s ability to offer high-quality support to customers;

•        Nuvve’s reliance on a limited number of customers;

•        Nuvve’s ability to expand its sales and marketing capabilities;

•        Nuvve’s ability to leverage customer data in its research and development operations;

Financial, Tax and Accounting Matters

•        Nuvve’s ability to continue as a going concern;

•        Nuvve’s ability to raise additional funds when needed;

•        the effective allocation of Nuvve’s cash and cash equivalents;

•        fluctuations in Nuvve’s quarterly operating results;

•        the effect of U.S. tax laws and regulations generally, and changes to such laws and regulations;

•        the effect of any changes in U.S. GAAP;

•        the expense and administrative burden of being a public company;

•        Nuvve’s ability to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act;

•        the existence of identified material weaknesses in its internal control over financial reporting;

•        PubCo’s status as an “emerging growth company” within the meaning of the Securities Act, which could make its securities less attractive to investors;

•        the unaudited pro forma financial information included herein, which may not be indicative of what Nuvve’s actual financial position or results of operations would have been;

Legal and Regulatory Matters

•        electric utility statutes and regulations and changes to such statutes or regulations;

•        privacy concerns and laws;

•        anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”);

•        laws relating to employment;

•        existing and future environmental, health and safety laws and regulations;

The Ownership of PubCo’s Securities

•        PubCo’s ability to meet the initial and continued listing requirements of Nasdaq;

•        concentration of ownership among PubCo’s officers, directors and their affiliates;

•        future sales of a substantial number of shares of PubCo Common Stock in the public market;

•        the exercise of registration rights granted in connection with the PIPE Investment and Business Combination;

•        Nuvve’s ability to issue common and preferred stock without further stockholder approval;

•        the absence of cash dividends in the future;

•        volatility in the trading price of PubCo’s securities;

•        analyst coverage of PubCo’s securities; and

•        anti-takeover provisions in PubCo’s governing documents.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Newborn, Nuvve and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Nuvve, Newborn, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Nuvve, Newborn and PubCo undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT
THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Questions and Answers About the Merger

Q:     Why are Newborn and Nuvve proposing to enter into the Business Combination?

A:      Newborn is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more target businesses. In the course of Newborn’s search for a Business Combination partner, Newborn investigated the potential acquisition of many entities in various industries, including Nuvve, and concluded that Nuvve was the best candidate for a Business Combination with Newborn. For more details on Newborn’s search for a Business Combination partner and the board’s reasons for selecting Nuvve as Newborn’s Business Combination partner, see “Proposal No. 3 The Acquisition Merger Proposal — Background of the Business Combination” and “Proposal No. 3 The Acquisition Merger Proposal — Newborn’s Board of Director’s Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Newborn and Nuvve have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement also is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which is described in this proxy statement/prospectus. Newborn’s shareholders are being asked to consider and vote upon a proposal to approve each of the Reincorporation Merger and the Acquisition Merger. Newborn’s shareholders are also being asked to consider and vote upon the Charter Proposals, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors,” and all the annexes hereto.

Approval of each of the Reincorporation Merger Proposal and the Charter Proposals will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Acquisition Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof.

Q:     I am a Newborn warrant holder. Why am I receiving this proxy statement/prospectus?

A:     The holders of Newborn warrants will receive PubCo Warrants entitling them to purchase PubCo Common Stock at a purchase price of $11.50 per share after the closing of the Business Combination. This proxy statement/prospectus includes important information about PubCo and the business of PubCo and its subsidiaries following the closing of the Business Combination. Because holders of PubCo Warrants will be entitled to purchase PubCo Common Stock after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Business Combination is conditioned upon the approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Charter Proposals, Nasdaq Proposal, Director Election Proposal and Incentive Plan Proposal. The Charter Proposals, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal are dependent upon the consummation of the Business Combination. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, or if the Charter Proposals, Nasdaq Proposal, Director Election Proposal or Incentive Plan Proposal are not approved and the applicable condition in the Merger Agreement is not waived, then Newborn will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Newborn does not consummate

the Business Combination and fails to complete an initial business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Newborn will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, Newborn expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than March 31, 2021.

Q:     Who will manage PubCo?

A:     The current management team of Nuvve, including Gregory Poilasne and Ted Smith, who currently serve as Nuvve’s Chief Executive Officer and Chief Operating Officer, respectively, will serve as PubCo’s Chairman and Chief Executive Officer and the President and Chief Operating Officer, respectively, following the consummation of the Business Combination. David Robson will become PubCo’s Chief Financial Officer. For more information on PubCo’s current and anticipated management, see “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Newborn may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Newborn does not consummate a business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), then pursuant to Article 48.7 of its amended and restated memorandum and articles of association, Newborn’s officers must take all actions necessary in accordance with the Companies Act to dissolve and liquidate Newborn as promptly as reasonably possible. Following dissolution, Newborn will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of NBAC Ordinary Shares who acquired such shares in Newborn’s IPO or in the aftermarket. The estimated consideration that each NBAC Ordinary Share would be paid at liquidation would be approximately $10.069 per share for shareholders based on amounts on deposit in the trust account as of February 5, 2021. The closing price of NBAC Ordinary Shares on Nasdaq as of February 5, 2021, was $19.10. Our initial shareholders and the Sponsor have waived the right to any liquidation distribution with respect to any NBAC Ordinary Shares held by them. There will be no distribution from the trust account with respect to the NBAC Warrants or the NBAC Rights, which will expire worthless.

Q:     What happens to the funds deposited in the trust account following the Business Combination?

A:     Following the closing of the Business Combination, holders of NBAC Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to PubCo and utilized to pay transaction expenses, including deferred underwriting fees payable to Chardan. As of February 5, 2021, there was approximately $57,896,340 in Newborn’s trust account. Newborn estimates that approximately $10.069 per outstanding share issued in Newborn’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the trust account after such payments will be used for working capital and other general corporate purposes of the combined company.

Q:     Did Newborn’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Newborn did not obtain a third-party valuation or fairness opinion in connection with the Business Combination. Newborn is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Newborn has conducted its own due diligence and calculations and has engaged in comprehensive discussions with Nuvve. Based on these efforts, Newborn believes the valuation offered by Nuvve is favorable to Newborn and its shareholders. Newborn’s board of directors believes

that because of the background of its directors, it was qualified to conclude that Newborn’s fair market value was at least 80% of Newborn’s net assets. Because Newborn’s board of directors did not obtain a fairness opinion to assist it in its determination, Newborn public shareholders must rely solely on the judgment of Newborn’s board of directors and Newborn’s board of directors may be incorrect in its assessment of the Business Combination.

Q:     Do any of Newborn’s directors or officers have interests that may conflict with the interests of Newborn’s shareholders with respect to the Business Combination?

A:     Newborn’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder.

For example, in May 2019, Newborn issued an aggregate of 1,150,000 ordinary shares to its initial shareholders. We subsequently declared a share dividend of 0.25 shares for each outstanding ordinary share, resulting in 1,437,500 ordinary shares being outstanding. We refer to these shares as “insider shares.” The aggregate purchase price for the insider shares was $25,000, or approximately $0.017 per share. Simultaneously with the closing of the IPO, Newborn consummated a private placement with the Sponsor of 272,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,725,000. Our initial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to the IPO, in the IPO or in the aftermarket. In the absence of shareholder approval for a further extension, if Newborn does not consummate the Business Combination or another initial business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Newborn will be required to dissolve and liquidate and the securities held by our initial shareholders, including the Sponsor, will be worthless because the initial shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions.

Newborn’s directors and officers have additional interests that differ from yours as a shareholder. See “Proposal No. 3 The Acquisition Merger — Interests of Certain Persons in the Business Combination.”

The exercise of Newborn’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Newborn shareholders’ best interests.

Q:     Do any of Nuvve’s directors or officers have interests that may conflict with the interests of Nuvve’s other stockholders with respect to the Business Combination?

A:     Nuvve’s directors and officers may have interests in the Business Combination that are different from the interests of Nuvve’s other stockholders.

For example, Gregory Poilasne, the Chairman and Chief Executive Officer of Nuvve, will continue as the Chairman and Chief Executive Officer and a director of PubCo, and Ted Smith, the Chief Operating Officer and a director of Nuvve, will continue as the President, Chief Operating Officer and a director of PubCo (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). Each of Messrs. Poilasne and Smith will enter into an employment agreement with PubCo providing for increased compensation to him, including an increased base salary, performance and discretionary bonuses and one-time equity grants, as more fully described in “Executive Officer and Director Compensation” below. In addition, Mr. Poilasne and Mr. Smith will receive approximately $1,000,000 and $260,000, respectively, in compensation in respect of their services to Nuvve in prior years, which will become payable in connection with the successful completion of the Business Combination. Additionally, Kenji Yodose, a director of Nuvve, will continue as a director of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, he will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors. Furthermore, EDF Renewables, which owns approximately 19.3% of Nuvve’s capital stock and which has an employee serving as a director of Nuvve, has entered into a purchase and option agreement with PubCo, which provides that PubCo will repurchase, immediately after the closing, 600,000 shares of PubCo Common Stock from EDF Renewables at a price of $10.00 per share. In addition, EDF Renewables will have the option to sell up to an additional $2,000,000 of shares of PubCo Common Stock back to PubCo within a year after the closing at a price per share equal to the then-current market price.

Nuvve’s directors and officers have additional interests that differ from yours as a shareholder. See “Proposal No. 3 The Acquisition Merger — Interests of Certain Persons in the Business Combination.”

The exercise of Nuvve’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the other Nuvve stockholders’ best interests.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the PIPE Investment and the Business Combination, the Newborn shareholders who hold shares issued in the IPO own approximately 77.1% of the issued and outstanding NBAC Ordinary Shares as of February 10, 2021. After giving effect to the PIPE Investment and the Business Combination, including the issuance of (i) 9,068,419 shares of PubCo Common Stock in the Acquisition Merger (which gives effect to the repurchase of 600,000 shares from one of the Nuvve stockholders as described elsewhere in this proxy statement/prospectus and assumes no exercise of existing Nuvve Options and no grant of additional Nuvve Options prior to the closing), (ii) 8,885,000 shares of PubCo Common Stock to the Newborn shareholders in connection with the Reincorporation Merger (which gives effect to the issuance of the NBAC Ordinary Shares in the PIPE Investment immediately prior to the closing and assumes no Newborn shareholders exercise their redemption rights), and (iii) an aggregate of 602,250 shares of PubCo Common Stock upon automatic conversion of the NBAC Rights, and further assuming no exercise of the PubCo Warrants or the PubCo UPOs, Newborn’s current public shareholders and rightsholders will own approximately 43.0% of the issued and outstanding PubCo Common Stock.

Q:     What happens if a substantial number of public shareholders vote in favor of the business combination proposal and exercise their redemption rights?

A:     Newborn’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote for or against the Business Combination, or vote at all, in order to exercise such rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of PubCo stockholders are substantially reduced as a result of redemptions by public shareholders. Although the requirement that PubCo has at least $5,000,001 of net tangible assets and $15,000,000 in available cash and cash equivalents is expected to be satisfied as a result of the PIPE Investment even if all of the public shares are converted, with fewer public shares and public stockholders, the trading markets for PubCo Common Stock and PubCo Warrants following the closing of the Business Combination may be less liquid than the markets for NBAC Ordinary Shares and NBAC Warrants were prior to the Business Combination, and PubCo may not be able to meet the listing standards of the Nasdaq or an alternative national securities exchange. In addition, with less funds available from the trust account, the capital infusion from the trust account into Nuvve’s business will be reduced and Nuvve may not be able to fully achieve its business plans or goals.

Q:     Will Newborn enter into any financing arrangements in connection with the Business Combination?

A:     Yes. Immediately prior to the Reincorporation Merger, Newborn will consummate the sale of an aggregate of 1,425,000 NBAC Ordinary Shares at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000, to the investors in the PIPE Investment. The investors will also receive NBAC Warrants to purchase 1,353,750 NBAC Ordinary Shares. The NBAC Ordinary Shares and NBAC Warrants issued in the PIPE Investment will convert into shares of PubCo Common Stock and PubCo Warrants as described elsewhere in this proxy statement/prospectus.

Q:     Are Nuvve’s stockholders required to approve the Acquisition Merger?

A:     Yes. Nuvve’s stockholders’ adoption and approval of the Merger Agreement and the Acquisition Merger is required to consummate the Business Combination. Concurrently with the execution of the Merger Agreement, certain of Nuvve’s officers, directors, founders and holders of more than 5% of its voting stock who collectively own approximately 55% of the outstanding Nuvve Common Stock and approximately 55% of Nuvve’s outstanding Series A preferred stock entered into support agreements, pursuant to which each such holder agreed to vote in favor of the Business Combination, subject to the terms of such shareholder support agreements. The vote of the Nuvve stockholders who are party to the support agreements is sufficient to approve the Business Combination, including the Acquisition Merger. Nuvve’s stockholders are not required to approve the Reincorporation Merger Proposal or the other Proposals.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Newborn, Nuvve, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Will holders of NBAC Ordinary Shares, NBAC Rights or NBAC Warrants or holders of Nuvve Common Stock or Nuvve Options be subject to U.S. federal income tax on the PubCo Common Stock or PubCo Warrants received in the Business Combination?

A:     As discussed more fully under the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination,” although it is intended that the Reincorporation Merger qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, which generally provides for tax-free treatment, the Business Combination is likely to be a taxable event for U.S. Holders of Newborn securities under the passive foreign investment company (“PFIC”) rules of the Code as a result of the likelihood that Newborn is classified as a PFIC. In addition, certain U.S. Holders may also be subject to tax under Section 367(b) of the Code as a result of the inbound transfer of assets from Newborn to the United States.

If the Reincorporation Merger does not qualify as a reorganization, then a U.S. Holder that exchanges its Newborn securities for PubCo securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Common Stock and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the NBAC Ordinary Shares, NBAC Rights, and NBAC Warrants exchanged.

Assuming that the Acquisition Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders of Nuvve Common Stock are as follows:

•        a U.S. Holder of Nuvve Common Stock will not recognize any gain or loss realized on the exchange of shares of Nuvve Common Stock for shares of PubCo Common Stock;

•        the aggregate tax basis of the PubCo Common Stock received in the Acquisition Merger will be the same as the aggregate tax basis of the Nuvve Common Stock surrendered in exchange for the PubCo Common Stock; and

•        the holding period of PubCo Common Stock received in exchange for shares of Nuvve Common Stock will include the holding period of the Nuvve Common Stock surrendered in exchange for the PubCo Common Stock.

If any requirement for the Acquisition Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not satisfied, a U.S. Holder of Nuvve Common Stock generally would recognize gain or loss for U.S. federal income tax purposes on each share of Nuvve Common Stock surrendered in the Acquisition Merger in an amount equal to the difference between (1) the fair market value of the Acquisition Merger consideration received in exchange for such surrendered share upon completion of the Acquisition Merger and (2) the holder’s basis in the share of Nuvve Common Stock surrendered.

The provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a merger of a corporation holding only investment-type assets such as Newborn, the qualification of the Reincorporation Merger as an “reorganization” within the meaning of Section 368(a)(1)(F) of the Code is not entirely clear.

For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger, the Acquisition Merger, and the Business Combination, see “Material U.S. Federal Income Tax Consequences” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Questions and Answers About the Extraordinary General Meeting

Q:     What is being voted on at the Extraordinary General Meeting?

A:     Below are the Proposals that the Newborn’s shareholders are being asked to vote on:

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger;

•        The Charter Proposals to approve the material differences between PubCo’s Proposed Charter and Newborn’s amended and restated memorandum and articles of association;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

•        The Nasdaq Proposal to approve (i) for purposes of complying with Nasdaq Listing Rule 5635 (a) and (b), issuance of more than 20% of the issued and outstanding Newborn ordinary shares and the resulting change in control in connection with the Acquisition Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of Newborn ordinary shares in connection with the PIPE Investment;

•        The Director Election Proposal to approve the appointment of PubCo’s Board of Directors effective as of the closing of the Business Combination in accordance with the Merger Agreement;

•        The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting if it is determined by the officer presiding over the Extraordinary General Meeting that more time is necessary for Newborn to consummate the Business Combination and the other transactions contemplated by the Merger Agreement.

Approval of each of the Reincorporation Merger Proposal and the Charter Proposals will require a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Acquisition Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. As of the record date, 1,710,000 shares held by our initial shareholders including the Sponsor and our officers and directors, or approximately 22.9% of the outstanding NBAC Ordinary Shares, intend to vote in favor of each of the Proposals.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will take place 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), and virtually by means of a teleconference using the following dial-in information:

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of NBAC Ordinary Shares as of the close of business on February 10, 2021, the record date, may vote at the Extraordinary General Meeting. As of the record date, there were 7,460,000 NBAC Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting?

A:     Newborn shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person (or via teleconference) or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. NBAC Ordinary Shares will be counted for purposes of determining the existence of a quorum if the shareholder (i) is present in person (or via teleconference) and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary General Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Reincorporation Merger Proposal and the Charter Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Acquisition Merger Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Under Cayman Islands law, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and accordingly will have no effect on any of the Proposals.

Q:     How will the initial shareholders vote?

A:     Newborn’s initial shareholders including the Sponsor and our officers and directors, who as of the record date, owned 1,710,000 NBAC Ordinary Shares, or approximately 22.9% of the issued and outstanding NBAC Ordinary Shares, have agreed to vote their respective ordinary shares acquired by them prior to the IPO, any shares they purchase in the open market in or after the IPO, in favor of the Reincorporation Merger Proposal and Acquisition Merger Proposal and intend to vote such shares in favor of other Proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Newborn shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Extraordinary General Meeting to vote my shares?

A:     No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus in person or through the virtual meeting platform. Due to the COVID-19 pandemic, however, we are encouraging our shareholders to attend the Extraordinary General Meeting virtually by means of a teleconference. However, you do not need to attend the Extraordinary General Meeting to vote your NBAC Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. We encourage you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Reincorporation Merger and the Acquisition Merger Proposal in order to have my NBAC Ordinary Shares redeemed?

A:     No. You are not required to vote against the Reincorporation Merger Proposal and the Acquisition Merger Proposal, nor do you have to be a holder of NBAC Ordinary Shares as of the record date, in order to have the right to demand that Newborn redeem your NBAC Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the NBAC Ordinary Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of NBAC Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their NBAC Ordinary Shares will be returned to them.

Q:     How do NBAC shareholders exercise their redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 7:00 p.m., eastern time on March 12, 2021 (two business days before the Extraordinary General Meeting), that Newborn redeem your shares for cash, and (ii) submit your request in writing to Newborn’s transfer agent, at the address listed at the end of this section and deliver your shares to Newborn’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

Any corrected or changed written demand of redemption rights must be received by Newborn’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of NBAC Ordinary Shares as of the record date. Any public shareholder who holds NBAC Ordinary Shares on or before March 12, 2021 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:     How can I vote?

A:     If you were a holder of record of NBAC Ordinary Shares on February 10, 2021, the record date for the Extraordinary General Meeting, you may vote by attending the Extraordinary General Meeting and voting in person or through the virtual meeting platform, or by submitting a proxy by mail so that it is received prior to 9:00 a.m., Eastern Time, on March 16, 2021, in accordance with the instructions provided to you under “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. Your broker or bank or other nominee may provide you with a form of voting instruction card (including any telephone or Internet voting instructions) for this purpose. Alternatively, if you wish to attend the Extraordinary General Meeting and vote in person or through the virtual meeting platform, you must obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under applicable rules, your broker, bank or nominee cannot vote your NBAC Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote your shares in accordance with the procedures communicated to you by your broker, bank or nominee. Newborn believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your NBAC Ordinary Shares without your voting instructions. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your NBAC Ordinary Shares; this indication that a bank, broker or nominee is not voting your NBAC Ordinary Shares is referred to as a “broker non-vote.” Under Cayman Islands law, broker non-votes will be considered present for the purposes of establishing a quorum but will have no effect on any of the Proposals. Because your bank, broker or other nominee can vote your NBAC Ordinary Shares only if you provide voting instructions, it is important that you instruct your broker how to vote.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Newborn will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting. For purposes of approval under Cayman Islands law, an abstention on any Proposal will have no effect on such Proposal.

If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (or via teleconference), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have no effect on any of the Proposals.

Q:     May I seek statutory dissenter rights with respect to my NBAC shares?

A:     No. Dissenter rights are not available to holders of NBAC Ordinary Shares under the Companies Act or under the governing documents of Newborn in connection with the Proposals.

Q:     What happens if I sell my NBAC Ordinary Shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your NBAC Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting. However, you would not be entitled to receive any shares of PubCo Common Stock following the consummation of the Business Combination because only Newborn shareholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Common Stock in connection with the Business Combination. In addition, you will not be entitled to exercise redemption rights.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting and casting your vote in person or through the virtual meeting platform or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your NBAC Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our proxy solicitor, Advantage Proxy, Attention: Karen Smith, E-mail: KSmith@advantageproxy.com.

Q:     Should I send in my share certificates now?

A:     Shareholders who do not elect to have their shares redeemed for a pro rata share of the trust account need not submit their certificates at this time. If you intend to have your shares redeemed, you should send your certificates or tender your shares electronically no later than two business days before the Extraordinary General Meeting. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its NBAC Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the NBAC Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption right. If the redemption qualifies as a sale or exchange of the NBAC Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the NBAC Ordinary Shares surrendered in such redemption transaction. Any such gain is likely to be subject to the PFIC rules of the Code because Newborn is likely classified as a PFIC. The deductibility of capital losses

is subject to limitations. See “Material U.S. Federal Income Tax Consequences — U.S. Holders — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Newborn Securities of Exercising Redemption Rights” and “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Newborn Securities — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its NBAC Ordinary Shares for cash, including with respect to NBAC’s likely classification as a PFIC and certain tax implications thereof.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Newborn’s proxy solicitor at:

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

You may also obtain additional information about Newborn from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

order to support the growth within the European countries it is targeting. The business venture may not be successful in penetrating this market, as a result of a failure by Nuvve’s partner to prioritize the project or as a result of competition by other competitors in the European market. In such event, Nuvve may not receive a return of its investment, which could have an adverse effect on its financial condition.

Further, Nuvve’s current or potential competitors may have, or be acquired by third parties who have, greater available resources than Nuvve does. As a result, competitors may be able to respond more quickly and effectively than Nuvve to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put Nuvve at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of Nuvve’s current or future target markets, which could create price pressure. In light of these factors, even if Nuvve offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If Nuvve fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

Nuvve has global operations and faces risks related to pandemics and health crises that could negatively impact its financial condition.

Nuvve’s business, the businesses of its customers and the businesses of its charging equipment suppliers could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the recent outbreak of the novel coronavirus COVID-19. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for Nuvve’s EV supply equipment and related networked services and likely impact its operating results. For example, the impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. Difficult macroeconomic conditions as a result of the COVID-19 pandemic, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence, as well as reduced spending by businesses, could each have a material adverse effect on the demand for EVs, charging stations and related networked services, even after the COVID-19 pandemic has subsided.

Any significant outbreak in the United States, Europe or Japan, where Nuvve and its customers conduct business operations, or in China, where component suppliers of Nuvve’s charging station partners source assembly parts, also could result in the complete or partial closure of its charging station partners’ or their suppliers’ manufacturing facilities, the interruption of distribution systems, temporary or long-term disruption in supply chains from Asia and other international suppliers, disruptions or restrictions on its employees to work or travel, delays in the delivery of its charging stations to customers, reduced demand for EV charging stations, and reduced use of existing EV charging stations, as a result of travel restrictions imposed on the general public and reduced sales of EVs associated with a general economic downturn, and potential claims of exposure to diseases through contact with Nuvve’s charging stations. The spread of COVID-19, for example, has created a disruption in the manufacturing, delivery and overall supply chain of charging station manufacturers.

If the impact of an outbreak continues for an extended period of time, it could materially adversely impact the charging station supply chain, general access to capital and the growth of Nuvve’s revenues. The extent to which the COVID-19 pandemic impacts Nuvve’s business, prospects and results of operations and the business of its charging station partners will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume.

Nuvve’s future revenue growth will depend in significant part on its ability to increase sales of its products and services, especially to fleet operators.

Nuvve’s future revenue growth will depend in significant part on its ability to increase sales of its products and services, especially to fleet operators. The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines Nuvve anticipates. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial site hosts for example. Fleet operators may also require significant additional services and support, and if Nuvve is unable to provide such services and support, it may adversely affect its ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect Nuvve’s future business and results of operations.

Nuvve participates in the energy markets, and pricing volatility in those markets could have a material adverse effect on its financial condition and results of operations.

Some of the grid services provided by Nuvve through its GIVe platform involve Nuvve bidding in the energy markets. These markets might exhibit significant pricing volatility depending on the type and number of participating resources. The market volatility could impact Nuvve’s ability to generate targeted revenue. New competitors in these markets could also create significant transformation of the market short and long term.

If Nuvve is unable to provide planned services to the energy markets or generate the anticipated revenue from the provision of its services, it would have a material adverse effect on Nuvve’s financial condition and results of operations.

The occurrence of delays in obtaining interconnection approval, or the imposition of interconnection limits or circuit-level caps by regulators, may significantly reduce our ability to provide grid services.

While Nuvve is able to access the grid services market in multiple locations, it is essential that Nuvve expands the number of services it is able to perform and the locations in which it performs them. The ability to interconnect and provide these services to the grid is very often regulated and requires approvals from the local utilities and in some instances, the local public utility commissions or similar regulatory bodies. Working with utilities and local regulators might create delays in the ability to roll out these services, which could delay or prevent Nuvve from recouping its investment in these services.

In addition, interconnection rules establish the circumstances in which Nuvve’s GIVe platform will be connected to the electricity grid. Interconnection limits or circuit-level caps imposed by regulators may curb our growth in key markets. Utilities throughout the country have different rules and regulations regarding interconnection and some utilities cap or limit the amount of energy from various sources that can be interconnected to the grid.

Interconnection regulations are based on determinations from utilities regarding the amount of energy from various sources that can be connected to the grid without causing grid reliability issues or requiring significant grid upgrades. Interconnection limits could slow our future installations, harming our growth rate. For example, the California and Hawaii Public Utilities Commissions recently required the activation of some advanced inverter functionality to head off presumed grid reliability issues, which may require more expensive equipment and more oversight of the physical connection to the electrical grid over time. As a result, these regulations may hamper our ability to sell our offerings in certain markets and increase our costs, adversely affecting our business, operating results, financial condition and prospects.

Pursuant to the agreement under which Nuvve acquired certain of its key patents, Nuvve may be required to make significant payments to one of its stockholders, which may reduce its cash flow and profits, and is subject to other risks.

Nuvve is party to an IP acquisition agreement with the University of Delaware, pursuant to which it acquired certain of the key patents underlying its V2G technology. The university beneficially owns approximately 18.1% of Nuvve’s capital stock prior to the Business Combination and is expected to beneficially own approximately 8.8% of

the PubCo Common Stock immediately after the Business Combination. Under this agreement, upon achieving certain substantial commercialization milestones, Nuvve may be required to make up to $7,500,000 in royalty payments to the University of Delaware. Nuvve also is required to pay the University of Delaware a minimum of $400,000 per year under a research agreement. These payments will reduce Nuvve’s cash flow and profits. Furthermore, in the event of a material breach of certain limited provisions of the IP acquisition agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, Nuvve may be required to assign the patents back to the university. In addition, in the event the University of Delaware notifies Nuvve of a third party’s interest in a region in which the patents are valid, and Nuvve does not within 60 days inform the university that either it intends to address the region pursuant to a commercially reasonable development plan or it intends to enter into a license agreement with an identified third party, Nuvve will be deemed to have granted to the University of Delaware an exclusive sublicensable license to the patents in the unaddressed region. In such event, Nuvve may be unable to realize all of the benefits of the development of the V2G technology. See “Certain Transactions.”

Nuvve operates internationally, and expects to continue to expand its international operations, which will expose Nuvve to additional tax, compliance, market and other risks.

Nuvve operates in the United States, Europe and Japan and maintains contractual relationships with parts and manufacturing suppliers in around the world. Nuvve continues to invest in expanding its presence in Europe directly and through Dreev S.A.S. (“Dreev”), a business venture with EDF. Managing this expansion requires additional resources and controls, and its international operations subject Nuvve to additional risks, including:

•        conformity with applicable business customs, including translation into foreign languages and associated expenses;

•        lack of availability of government incentives and subsidies;

•        challenges in arranging, and availability of, financing for customers;

•        potential changes to its established business model;

•        difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

•        installation and interconnection challenges;

•        differing transportation modalities in other markets;

•        different levels of demand among commercial and fleet customers;

•        compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation, national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;

•        compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the United Kingdom Anti-Bribery Act;

•        conforming products and services to various international regulatory and safety requirements as well as charging and other electric infrastructures;

•        difficulties in establishing, staffing and managing foreign operations;

•        difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

•        restrictions on repatriation of earnings;

•        compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and

•        regional economic and political conditions.

As a result of these risks, Nuvve’s current expansion efforts and any potential future international expansion efforts may not be successful. Furthermore, as part of the formation of Dreev, the business venture with EDF, Nuvve agreed to assign to Dreev its rights to certain key patents and copyrights in France, the United Kingdom, Belgium, Italy and Germany. Nuvve presently holds a 13% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party. Nuvve believes the business venture will accelerate its access to these European markets, and that EDF’s participation provides technology validation, brand recognition and financial resources. However, if EDF exercises its rights to acquire Nuvve’s interest in Dreev, it may make it difficult for Nuvve to penetrate these European markets on its own. While Nuvve anticipates that it will maintain or increase its stake in the business venture, there can be no assurance that it will be able to do so.

If Nuvve is unable to attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, its ability to compete could be harmed. 

Nuvve’s success depends, in part, on its ability to retain its key personnel. Nuvve is highly dependent on Gregory Poilasne, its chief executive officer, and Ted Smith, its Chief Operating Officer, and the other principal members of its management and engineering teams. Although Nuvve has formal employment agreements with select executive officers, these agreements do not prevent Nuvve’s executives from terminating their employment with Nuvve at any time. Nuvve does not maintain “key person” insurance for any of its executives or other employees. The unexpected loss of or failure to retain one or more of its key employees could adversely affect its business. Nuvve’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified technical, sales and other personnel. 

Competition for these employees can be intense, and Nuvve’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Nuvve may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect its business, including the execution of its global business strategy. In addition, Nuvve relies on consultants and advisors, including engineering advisors, to assist it in achieving its research and development, operations, and commercialization objectives. Any loss of the services of such employees or consultants, or failure by them to perform as expected, may have a material adverse effect on its business, prospects, financial condition and results of operations.

Nuvve’s management has limited experience in operating a public company. 

Nuvve’s executive officers have limited experience in the management of a publicly traded company. Its management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of its business. Nuvve may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for Nuvve to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that Nuvve will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

While Nuvve has not made material acquisitions to date, should Nuvve pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

Nuvve may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into Nuvve’s own business would require attention from management and could result in a diversion of

resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Risks Related to the EV Market

Technology improvements in the internal combustion engine and other technological developments may adversely affect the demand for electric vehicles and thereby limit the demand for V2G technology and services. 

Significant developments in alternative technologies, such as advanced diesel, ethanol, or compressed natural gas or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs and EV charging stations and otherwise and materially adversely affect Nuvve’s business and prospects in ways Nuvve does not currently anticipate. Other fuels or sources of energy may emerge as customers’ preferred alternative to Nuvve’s V2G platform. For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas or hydrogen, may emerge as preferred alternative to petroleum-based propulsion. In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of consumers and others such as regulatory bodies. Any failure by Nuvve to develop new or enhanced V2G technologies and services to react to changes in existing technologies and standards could materially delay the introduction and adoption V2G technology and services, which could result in the loss of competitiveness of Nuvve’s V2G platform, decreased revenue and a loss of market share to competitors. As technologies change, Nuvve plans to integrate, upgrade or adapt its V2G technology and services, and to introduce new services in order to continue increasing the value Nuvve provide to customers.

Increases in costs, disruption of supply or shortage of raw materials, particularly lithium-ion battery cells, could harm the ability of EV manufacturers to produce electric vehicles. 

EV manufacturers may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact their businesses as well as Nuvve’s business prospects, financial condition and operating results. EV manufacturers use various raw materials including aluminum, steel, carbon fiber, non-ferrous metals (such as copper), and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand and could adversely affect their businesses and Nuvve’s business prospects and operating results. As such, Nuvve is exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

•        the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the EV industry as demand for such cells increases; 

•        disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and 

•        an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells. 

Any disruption in the supply of battery cells could temporarily disrupt production of all EVs. Moreover, battery cell manufacturers may refuse to supply to EV manufacturers if they determine that the vehicles are not sufficiently safe. Substantial increases in the prices for raw materials would increase EV manufacturer’s operating costs and could reduce their margins if the increased costs cannot be recouped through increased electric vehicle prices. This would likely result in the production of less electric vehicles by manufacturers.

Changes to fuel economy standards may negatively impact the EV market and thus the demand for Nuvve’s products and services.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional

obstacles to the purchase of EVs or the development of a more ubiquitous EV market. Finally, the current litigation between the state of California and the National Highway Transit Safety Administration could impact California’s ability to set fuel economy standards that encourage the adoption of EVs, and are followed by many other states. If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect Nuvve’s business, operating results, financial condition and prospects.

Nuvve’s future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

Nuvve’s future growth is highly dependent upon the adoption of EVs by businesses, governments, municipalities, school districts and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, Nuvve’s business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

•        perceptions about EV features, quality, safety, performance and cost;

•        perceptions about the limited range over which EVs may be driven on a single battery charge;

•        competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

•        volatility in the cost of oil and gasoline;

•        concerns regarding the stability of the electrical grid;

•        the decline of an EV battery’s ability to hold a charge over time;

•        availability of service for EVs;

•        consumers’ perception about the convenience and cost of charging EVs;

•        increases in fuel efficiency;

•        government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

•        relaxation of government mandates or quotas regarding the sale of EVs; and

•        concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Nuvve’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Nuvve’s business, financial condition and operating results.

The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect Nuvve’s financial results.

The U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

Nuvve also derives other revenue from regulatory credits. If government support of these credits declines, Nuvve’s ability to generate this other revenue in the future would be adversely affected. The availability of such credits may decline even with general governmental support of the transition to EV infrastructure. For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by 2035. While the EO calls for the support of EV infrastructure, the form of this support is unclear. If California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, Nuvve’s revenue from these credits would be adversely impacted.

The EV charging market is characterized by rapid technological change, which requires Nuvve to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of Nuvve’s products and it financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, standards and/or Nuvve’s products. Nuvve’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the EV charging market. As new products are introduced, gross margins tend to decline in the near term and improves as the product become more mature and with a more efficient manufacturing process.

As EV technologies and standards change, Nuvve may need to upgrade or adapt its V2G technology and services, and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs. Even if Nuvve is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

Nuvve cannot guarantee that any new products or V2G services will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products or V2G services that meet customer requirements could damage Nuvve’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase its competitors’ products or services.

If Nuvve is unable to devote adequate resources to develop new products and V2G services or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and V2G services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Certain estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus may prove to be inaccurate.

This proxy statement/prospectus statement includes estimates of the addressable market for Nuvve’s solutions and the EV market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of the target market, market

demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted in this proxy statement/prospectus, Nuvve’s business could fail to grow at similar rates.

Risks Related to Nuvve’s Technology, Intellectual Property and Infrastructure

Nuvve’s business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties. 

Failure to adequately protect Nuvve’s intellectual property rights could result in its competitors offering similar products, potentially resulting in the loss of some of its competitive advantage, and a decrease in its revenue which would adversely affect its business, prospects, financial condition and operating results. Nuvve’s success depends, at least in part, on its ability to protect its core V2G technology and intellectual property. To accomplish this, Nuvve relies and will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property license agreements and other contractual rights to establish and protect Nuvve’s rights in its technology. 

The protection of Nuvve’s intellectual property rights will be important to its future business opportunities. However, the measures Nuvve takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        any patent applications Nuvve submits may not result in the issuance of patents; 

•        the scope of its issued patents may not be broad enough to protect its proprietary rights; 

•        its issued patents may be challenged and/or invalidated by its competitors; 

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable; 

•        current and future competitors may circumvent its patents; and

•        its in-licensed patents, if any, may be invalidated, or the owners of these patents may breach its license arrangements. 

Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of Nuvve’s intellectual property in foreign jurisdictions may be difficult. Therefore, its intellectual property rights may not be as strong or as easily enforced outside of the United States.

Nuvve’s patent applications may not issue as patents, which may have a material adverse effect on its ability to prevent others from commercially exploiting products similar to ours. 

Nuvve cannot be certain that it is the first inventor of the subject matter for which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application for the same subject matter as Nuvve has, Nuvve may not be entitled to the protection sought by the patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Nuvve cannot be certain that any patent applications that it files will issue, or that its issued patents will afford protection against competitors with similar technology. In addition, its competitors may design around its issued patents, which may adversely affect Nuvve’s business, prospects, financial condition or operating results.

Nuvve may be subject to intellectual property infringement or misappropriation claims, which may be time-consuming and expensive or require Nuvve to modify or cease selling its products and services.

From time to time, the holders of intellectual property rights may assert their rights and urge Nuvve to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Nuvve will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, Nuvve may consider entering into licensing agreements with respect to such rights, although

no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase Nuvve’s operating expenses. In addition, if Nuvve is determined to have or believes there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that Nuvve’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Nuvve’s products and services, Nuvve may be required to indemnify such customers and business partners. If Nuvve were required to take one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

In addition, Nuvve relies on some open-source software and libraries issued under the General Public License (or similar “copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third parties may assert copyright claims against Nuvve regarding Nuvve’s use of such software or libraries, which could lead to the adverse results listed above. Use of such software or libraries may also force Nuvve to provide third parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage Nuvve have due to the secrecy of its source code.

Nuvve’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage Nuvve’s reputation with current or prospective customers, and/or expose Nuvve to product liability and other claims that could materially and adversely affect its business.

Nuvve may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured. Any insurance that Nuvve carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. In addition, Nuvve’s customers could be subjected to claims as a result of such incidents and may bring legal claims against Nuvve to attempt to hold Nuvve liable. Any of these events could adversely affect Nuvve’s brand, relationships with customers, operating results or financial condition.

Furthermore, Nuvve’s software platform is complex, developed for over two decades by many developers, and includes a number of licensed third-party commercial and open-source software libraries. Nuvve’s software has contained defects and errors and may in the future contain undetected defects or errors. Nuvve is continuing to evolve the features and functionality of its platform through updates and enhancements, and as Nuvve does so, it may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if Nuvve’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect Nuvve’s business and results of its operations:

•        expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

•        loss of existing or potential customers or partners;

•        interruptions or delays in sales;

•        delayed or lost revenue;

•        delay or failure to attain market acceptance;

•        delay in the development or release of new functionality or improvements;

•        negative publicity and reputational harm;

•        sales credits or refunds;

•        exposure of confidential or proprietary information;

•        diversion of development and customer service resources;

•        breach of warranty claims;

•        legal claims under applicable laws, rules and regulations; and

•        an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although Nuvve has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements with customers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on Nuvve’s business, operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

Interruptions, delays in service or inability to increase capacity at third-party data center facilities could impair the use or functionality of Nuvve’s services, harm its business and subject Nuvve to liability.

Nuvve currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located in the United States, Europe, and Japan. Nuvve’s primary environment is AWS Cloudwatch, although it uses other systems as well. Any outage or failure of such data centers or other interruptions of AWS’ services could negatively affect Nuvve’s product connectivity and performance. Furthermore, Nuvve depends on connectivity from its charging stations to its data centers through wired, local area networks and cellular service providers. Any incident affecting a data center facility’s or network provider’s infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Nuvve’s services.

Any damage to, or failure of, Nuvve’s systems, or those of its third-party providers, could interrupt or hinder the use or functionality of its services. Impairment of or interruptions in Nuvve’s services may reduce revenue, subject it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and its ability to attract new customers. Nuvve’s business will also be harmed if customers and potential customers believe its products and services are unreliable.

Nuvve expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to Nuvve.

Nuvve’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Nuvve plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. In addition, Nuvve invests in research and development that may not lead to commercially viable products and services in the short-term, but which it believes is critical to the long-term future of its business. Nuvve’s research and development expenses were $2.0 million during the nine months ended September 30, 2020 and $3.1 million and $3.6 million during the fiscal years ended December 31, 2019 and 2018, respectively, and such expenses are likely to grow in the future. Further, Nuvve’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm Nuvve’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in Nuvve’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on Nuvve’s systems

in the future. In addition, outside parties may attempt to penetrate Nuvve’s systems or those of Nuvve’s vendors or fraudulently induce Nuvve’s personnel or the personnel of Nuvve’s vendors to disclose sensitive information in order to gain access to Nuvve’s data and/or systems. Any attempts by cyber attackers to disrupt Nuvve’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage Nuvve’s reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and Nuvve may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm Nuvve’s reputation, brand and ability to attract customers.

Nuvve may in the future experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If Nuvve’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

Nuvve has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business operations and has tested this capability under controlled circumstances. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect its business and financial results.

In the ordinary course of its business, Nuvve collects and stores sensitive data, including, among other things, personally identifiable information about Nuvve’s employees, intellectual property, and proprietary business information. Nuvve could be subject to risks caused by misappropriation, misuse, leakage, falsification or intentional or accidental release or loss of information maintained in its information systems and networks and those of Nuvve’s vendors, including personal information of Nuvve’s employees and clients, and company and vendor confidential data. If a material breach of Nuvve’s information technology systems or those of Nuvve’s vendors occurs, the market perception of the effectiveness of Nuvve’s security measures could be harmed and Nuvve’s reputation and credibility could be damaged. Nuvve could be required to expend significant amounts of money and other resources to strengthen or replace information systems or networks. In addition, Nuvve could be subject to regulatory actions and/or claims made by individuals and/or groups in private litigations involving privacy issues related to data collection and use practices and other data privacy laws and regulations, including claims for misuse or inappropriate disclosure of data, as well as unfair or deceptive practices. The development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become increasingly sophisticated. Moreover, despite Nuvve’s efforts, the possibility of these events occurring cannot be eliminated entirely.

Customer-Related Risks

Nuvve’s business will depend on customers renewing their services contracts. If customers do not continue to use its service offerings or if they fail to add more stations, its business and operating results will be adversely affected.

Nuvve business depends on customers continuing their services contract with Nuvve for V2G charging services and warranty coverages. Therefore, it is important that customers renew their contracts when the contract term expires and add additional charging stations and services. Customers may decide not to renew their contracts with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the charging stations, prices, the features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

If customers do not renew their contracts, if they renew on less favorable terms, or if they fail to add products or services, Nuvve’s business and operating results will be adversely affected.

If Nuvve fails to offer high-quality support to station owners and drivers, its business and reputation will suffer.

Once a customer has installed Nuvve’s or a Nuvve partner’s charging stations and subscribed to Nuvve’s services, station owners and drivers will rely on Nuvve and its partners to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important. The importance of high-quality customer support will increase as Nuvve seeks to expand Nuvve’s business and pursue new customers and geographies. If Nuvve does not quickly resolve issues and provide effective support, its ability to retain customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

Nuvve relies on a limited number of customers for a large portion of its revenues, and the loss of one or more such customers could have a material adverse impact on its business, financial condition and results of operations.

Nuvve depends on a limited number of customers for a significant portion of its revenue. For the fiscal year ended December 31, 2019, Nuvve had two grant-related customers that each accounted for over 10% of its revenue. In the aggregate, these customers accounted for 47% of Nuvve’s revenue for the nine months ended September 30. 2019. The loss of one or both of these customers could have a significant impact on Nuvve’s revenues and harm its business, results of operations and cash flows.

Failure to effectively expand Nuvve’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

Nuvve’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Nuvve anticipates increased sales and marketing expenses will lead to significant increases in Nuvve’s total revenue, and its operating results will suffer if sales and marketing expenditures do not translate into increasing revenue.

Nuvve plans to continue to expand its direct sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel, which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive as quickly as anticipated, and Nuvve may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, hiring sales personnel in new countries can be costly, complex, and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for direct sales personnel with the strong sales skills and technical knowledge. Nuvve’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable amount of time. Nuvve’s business will be harmed if continuing investment in its sales and marketing capabilities does not generate a significant increase in revenue.

Nuvve may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

Nuvve relies on data collected through charging stations, including usage data and geolocation data. Nuvve uses this data in connection with the research, development and analysis of Nuvve’s technologies. Nuvve’s inability to obtain necessary rights to use this data or freely transfer this data out of, for example, the European Economic Area, could result in delays or otherwise negatively impact Nuvve’s research and development efforts.

Financial, Tax and Accounting-Related Risks

The report of Nuvve’s independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about Nuvve’s ability to continue as a going concern.

The report of Nuvve’s independent registered public accounting firm with respect to Nuvve’s financial statements as of December 31, 2019 and for the year then ended indicates that Nuvve’s financial statements have been prepared assuming that Nuvve will continue as a going concern. The report states that, since Nuvve has incurred net losses since inception and Nuvve needs to raise additional funds to meet its obligations and sustain its operations, there is

substantial doubt about its ability to continue as a going concern. Nuvve’s plans in regard to these matters are described in Note 1 to Nuvve’s audited financial statements as of December 31, 2019 and 2018 and for the years then ended. Nuvve’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Nuvve may need to raise additional funds and these funds may not be available when needed.

Nuvve may need to raise additional capital in the future to further scale its business and expand to additional markets. Nuvve may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. Nuvve cannot be certain that additional funds will be available on favorable terms when required, or at all. If Nuvve cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Nuvve raises funds through the issuance of debt securities or through loan arrangements, the terms of such financings could require significant interest payments, contain covenants that restrict its business, or otherwise include unfavorable terms. In addition, to the extent Nuvve raises funds through the sale of additional equity securities, Nuvve’s stockholders would experience additional dilution.

Nuvve may allocate its cash and cash equivalents in ways that you and other stockholders may not approve.

Nuvve’s management has broad discretion in the application of its cash, cash equivalents and marketable securities. Because of the number and variability of factors that will determine Nuvve’s use of its cash and cash equivalents, their ultimate use may vary substantially from their currently intended use. Nuvve’s management might not apply its cash and cash equivalents in ways that ultimately increase the value of your investment. Nuvve expects to use its cash and cash equivalents to execute its growth plan, as well as for working capital and other corporate purposes. The failure by Nuvve’s management to apply these funds effectively could harm its business. Pending their use, Nuvve may invest its cash and cash equivalents in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to Nuvve’s stockholders. If Nuvve does not invest or apply its cash and cash equivalents in ways that enhance stockholder value, Nuvve may fail to achieve expected financial results, which could cause its stock price to decline.

Nuvve’s quarterly operating results may fluctuate significantly.

Nuvve expects that its operating results may be subject to substantial quarterly fluctuations. If Nuvve’s quarterly operating results fall below the expectations of investors or securities analysts, the price of its common stock could decline substantially. Nuvve believes that quarterly comparisons of its financial results are not necessarily meaningful and should not be relied upon as an indication of its future performance.

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Nuvve’s business and future profitability.

Nuvve is a U.S. corporation and thus subject to U.S. corporate income tax on income from its worldwide operations. Moreover, a significant amount of Nuvve’s operations and customers are located in the United States, and as a result, Nuvve is subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on Nuvve’s business, and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Nuvve.

For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”), and certain provisions of the Tax Act may adversely affect Nuvve. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The Tax Act could be subject to potential amendments and technical corrections, and is subject to interpretations and implementing regulations by the Treasury and IRS, any of which could mitigate or increase certain adverse effects of the legislation.

In addition to the impact of the Tax Act on Nuvve’s federal taxes, the Tax Act may impact Nuvve’s taxation in other jurisdictions, including with respect to state income taxes as state legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions. Additionally, other foreign governing bodies may enact changes to their tax laws in reaction to the Tax Act that could result in changes to Nuvve’s global tax position and materially adversely affect its business and future profitability.

As a result of Nuvve’s expanding operations, including in jurisdictions in which the tax laws may not be favorable, its tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or Nuvve may be subject to future changes in tax law, the impacts of which could adversely affect Nuvve’s after-tax profitability and financial results.

Because Nuvve does not have a long history of operating at its present or anticipated scale (as Nuvve has significant expansion plans), its effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect Nuvve’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) Nuvve’s operating results before taxes.

Additionally, Nuvve’s operations will be subject to significant income, withholding and other U.S. federal income tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S. jurisdictions with respect to its income, operations and subsidiaries related to those jurisdictions. Nuvve’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce its tax liabilities, (b) changes in the valuation of its deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of its earnings subject to tax in the various jurisdictions in which Nuvve operate or have subsidiaries, (f) the potential expansion of its business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to its existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of its intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) Nuvve’s ability to structure its operations in an efficient and competitive manner. Due to the complexity of multinational tax obligations and filings, Nuvve may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits or examinations could have an adverse effect on Nuvve’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could successfully challenge Nuvve’s position with respect to intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Nuvve does not prevail in any such challenge, its profitability may be affected.

Nuvve’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it, although the United States has not yet entered into this convention. These recent changes could negatively impact Nuvve’s tax position, especially as Nuvve expands its relationships and operations internationally.

Nuvve’s ability to utilize net operating loss and tax credit carryforwards following the Business Combination is conditioned upon Nuvve attaining profitability and generating taxable income. Nuvve has incurred significant net losses since inception and it is possible that Nuvve may continue to incur significant losses. Additionally, Nuvve’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.

As of September 30, 2020, Nuvve had $17.2 million of U.S. federal and $13.0 million of California net operating loss carryforwards available to reduce future taxable income, of which $14.1 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely. The U.S. federal and California state net operating loss carryforwards begin to expire in 2034. The Tax Act included a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and the elimination of carrybacks of net operating losses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which modified the Tax

Act, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. It is possible that Nuvve will not generate taxable income in time to utilize the net operating loss carryforwards prior to their expiration. In addition, net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. If Nuvve has experienced an ownership change at any time since its incorporation, Nuvve may already be subject to limitations on its ability to utilize its existing net operating loss carryforwards and other tax attributes to offset taxable income or tax liability. In addition, the Business Combination, and future changes in Nuvve’s stock ownership, which may be outside of Nuvve’s control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit Nuvve’s use of accumulated state tax attributes. As a result, even if Nuvve earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to Nuvve.

Nuvve has not conducted a study to assess whether an “ownership change” has occurred since inception. If Nuvve has experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of Nuvve’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. In addition, the Business Combination may constitute an ownership change under Sections 382 and 383 of the Code. Nuvve’s net operating losses or credits may also be impaired under state law. Accordingly, Nuvve may not be able to utilize a material portion of the net operating losses or credits.

Furthermore, Nuvve’s ability to utilize its net operating losses or credits following the Business Combination is conditioned upon Nuvve attaining profitability and generating U.S. federal and state taxable income. Nuvve has incurred significant net losses since inception and will continue to incur significant losses and, therefore, Nuvve does not know whether or when the combined carryforwards, which may be or may become subject to limitation by Sections 382 and 383 of the Code, will be utilized.

Nuvve’s reported financial results may be negatively impacted by changes in U.S. GAAP.

U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results.

Nuvve will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on Nuvve’s business, financial condition and results of operations. 

Nuvve faces increased legal, accounting, administrative and other costs and expenses as a public company that Nuvve did not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the “PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require Nuvve to carry out activities in which Nuvve has not engaged previously. For example, Nuvve is creating new board committees and has adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, management has identified material weaknesses, and may in the future

identify other material weaknesses or significant deficiencies, in Nuvve’s internal control over financial reporting), Nuvve could incur additional costs rectifying those issues, and the existence of those issues could adversely affect its reputation or investor perceptions of it. In addition, Nuvve has obtained director and officer liability insurance. Risks associated with Nuvve’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require Nuvve to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. 

PubCo will qualify as an “emerging growth company” within the meaning of the Securities Act, and if Nuvve takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make its securities less attractive to investors and may make it more difficult to compare its performance to the performance of other public companies.

After the Business Combination, PubCo will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, PubCo will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, for as long as PubCo continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in PubCo’s periodic reports and proxy statements. PubCo will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of PubCo’s common stock that is held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which PubCo has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which PubCo has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of equity securities of Newborn (PubCo’s predecessor) in its initial public offering consummated on February 19, 2020. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. PubCo has elected not to opt out of such extended transition period and, therefore, PubCo may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find PubCo’s securities less attractive because PubCo will rely on these exemptions, which may result in a less active trading market for its common stock and warrants and the price of such securities may be more volatile. 

PubCo’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to PubCo after the Business Combination is consummated could have a material adverse effect on the combined company’s business. 

As a public company, PubCo will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Nuvve as a private company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If PubCo is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, the combined company may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities. 

Nuvve has identified material weaknesses in its internal control over financial reporting. If Nuvve is unable to remediate these material weaknesses, or if Nuvve identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of its consolidated financial statements or cause Nuvve to fail to meet its periodic reporting obligations.

In connection with the preparation and audit of Nuvve’s consolidated financial statements as of December 31, 2019 and 2018 and for the years then ended, material weaknesses were identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Nuvve’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses include:

•        Segregation of duties related to roles and responsibilities in the accounting department is lacking in various circumstances, including with respect to account reconciliation and receipt/disbursement duties, independent review of journal entries, and access to the accounting system.

•        Nuvve’s financial close and reporting processes lack formal documentation of financial closing policies and procedures, do not result in timely production of accurate financial information, and do not result in a consistent documentation of the considerations and conclusions related to unusual or complex accounting matters.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Nuvve is in the process of developing a plan to remediate these material weaknesses.

In order to maintain and improve the effectiveness of Nuvve’s internal control over financial reporting, Nuvve has expended, and anticipates that Nuvve will continue to expend, significant resources, including accounting-related costs and significant management oversight. Nuvve’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Nuvve’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results after the Business Combination and could cause a decline in the price of PubCo’s common stock.

The unaudited pro forma financial information included herein is not indicative of what Nuvve’s actual financial position or results of operations would have been. 

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what Nuvve’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. 

Risks Related to Legal Matters and Regulations

Electric utility statutes and regulations and changes to such statutes or regulations may present technical, regulatory and economic barriers to Nuvve’s ability to offer grid services.

Federal, state and local government statutes and regulations concerning electricity heavily influence the market for Nuvve’s grid service offerings and are constantly evolving. These statutes, regulations, and administrative rulings relate to electricity pricing, net metering, consumer protection, incentives, taxation, competition with utilities, and the interaction of Nuvve’s GIVe platform with the electrical grid. Governments, often acting through state utility or public service commissions, change and adopt different rates on a regular basis and these changes can have a negative impact on our ability to generate revenue or customer savings.

In addition, utilities, their trade associations, and fossil fuel interests in the country, each of which has significantly greater economic and political resources than Nuvve does, may challenge policies that are beneficial to Nuvve. Any adverse changes in energy policies and regulations could have a negative impact on our business and prospects.

Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect Nuvve’s business.

National and local governments and agencies in the countries in which Nuvve operates and in which customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact Nuvve’s ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of Nuvve’s solutions, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which Nuvve closes sales transactions, any of which could harm its business. Moreover, if Nuvve or any of its employees or contractors fails or is believed to fail to adhere to appropriate practices regarding customers’ data, it may damage its reputation and brand.

Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure, and transfer for Nuvve and its customers. The European Union and United States agreed in 2016 to a framework for data transferred from the European Union to the United States, but this framework has been challenged and recently declared invalid by the Court of Justice of the European Union, thereby creating additional legal risk for Nuvve. Additionally, the European Union adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit the use and adoption of Nuvve’s products and services and could have an adverse impact on its business. Further, California adopted the California Consumer Privacy Protection Act (“CCPA”) and the California State Attorney General has begun enforcement actions. Nuvve may be exposed to ongoing legal risks related to CCPA and any amendments that may be made in connection with the California Privacy Rights Act approved by voters in the November 2020 election.

The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information. In addition, the other bases on which Nuvve and its customers rely for the transfer of personal data across national borders, such as the Standard Contractual Clauses promulgated by the EU Commission Decision 2010/87/EU, commonly referred to as the Model Clauses, continue to be subjected to regulatory and judicial scrutiny. If Nuvve or its customers are unable to transfer data between and among countries and regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some of its products or services.

In addition to government activity, privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self-regulatory standards that may place additional burdens on technology companies. Customers may expect that Nuvve will meet voluntary certifications or adhere to other standards established by them or third parties. If Nuvve is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.

Failure to comply with anticorruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (“FCPA”) and similar laws associated with activities outside of the United States, could subject Nuvve to penalties and other adverse consequences.

Nuvve is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. Nuvve faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Any violation of the FCPA, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on Nuvve’s reputation, business, operating results, and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Failure to comply with laws relating to employment could subject Nuvve to penalties and other adverse consequences.

Nuvve is subject to various employment-related laws in the jurisdictions in which its employees are based. Nuvve face risks if it fails to comply with applicable United States federal or state wage laws, or wage laws applicable to its employees outside of the United States. In addition, Nuvve implemented a reduction in force in 2020, and the attendant layoffs could create an additional risk of claims being made on behalf of affected employees. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on Nuvve’s reputation, business, operating results, and prospects. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Existing and future environmental, health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact Nuvve’s financial results or results of operation.

Nuvve and its operations, as well as those of its contractors, suppliers, and customers, are subject to certain environmental, health and safety laws and regulations, including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require Nuvve or others in Nuvve’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on Nuvve’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for Nuvve’s operations or on a timeline that meets Nuvve’s commercial obligations, it may adversely impact Nuvve’s business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on Nuvve’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with Nuvve’s operations as well as other future projects, the extent of which cannot be predicted.

Although Nuvve maintains workers’ compensation insurance to cover the costs and expenses Nuvve may incur due to injuries to its employees resulting from the use of or exposure to hazardous materials, this insurance may not provide adequate coverage against potential liabilities. Nuvve does not maintain insurance for environmental liability or toxic tort claims that may be asserted against it in connection with its storage, use or disposal of biological or hazardous materials.

Risks Relating to Newborn’s Business

Newborn will be forced to liquidate the trust account if it cannot consummate a business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Newborn’s public shareholders will receive $10.00 per share and the rights will expire worthless.

If Newborn is unable to complete a business combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), and is forced to liquidate, the per-share liquidation distribution will be $10.00, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the NBAC Rights, which will expire worthless as a result of Newborn’s failure to complete a business combination.

You must tender your NBAC Ordinary Shares in order to validly seek redemption at the Extraordinary General Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Newborn’s transfer agent by two business days before the Extraordinary General Meeting, or deliver your NBAC Ordinary Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, which election would likely be determined based on the manner in which you hold your ordinary shares. The requirement for physical or electronic delivery by two business days before the Extraordinary General Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against Newborn, the proceeds held in trust could be reduced and the per-share liquidation price received by Newborn’s shareholders may be less than $10.00.

Newborn’s placing of funds in trust may not protect those funds from third party claims against Newborn. Although Newborn has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Newborn’s public shareholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Newborn’s public shareholders. If Newborn liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, Wenhui Xiong, a member of our Board of Directors, has agreed that he will be liable to ensure that the proceeds in Newborn’s trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Newborn cannot assure you that he will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders may be less than $10.00 due to such claims.

Additionally, if Newborn is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Newborn’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, Newborn may not be able to return $10.00 to Newborn’s public shareholders.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek

to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

If Newborn’s due diligence investigation of Nuvve was inadequate, then Newborn shareholders following the Business Combination could lose some or all of their investment.

Even though Newborn conducted a due diligence investigation of Nuvve, it cannot be sure that this diligence uncovered all material issues that may be present inside Nuvve or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Nuvve and its business and outside of its control will not later arise.

All of Newborn’s officers and directors own NBAC Ordinary Shares, NBAC Warrants and NBAC Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

All of Newborn’s officers and directors collectively own an aggregate of 1,437,500 NBAC Ordinary Shares and 272,500 units. Such individuals/entities have waived their rights to redeem these shares (including shares underlying the units), or to receive distributions with respect to these shares upon the liquidation of the trust account if Newborn is unable to consummate a business combination. Accordingly, the NBAC securities purchased by our officers and directors will be worthless if Newborn does not consummate a business combination. Based on a market price of $19.10 per NBAC Ordinary Share and $25.50 per NBAC Unit on February 5, 2021, the aggregate value of these shares, warrants, rights and units was in excess of $34 million. The NBAC Ordinary Shares acquired prior to the IPO, as well as the NBAC Units, will be worthless if Newborn does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Nuvve as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Newborn shareholders’ best interest.

Newborn is requiring shareholders who wish to redeem their shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Newborn is requiring public shareholders who wish to redeem their ordinary shares to either tender their certificates to Newborn’s transfer agent or deliver their shares to the transfer agent electronically using DTC’s DWAC System two (2) business days before the Extraordinary General Meeting. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Newborn’s transfer agent will need to act to facilitate this request. It is Newborn’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Newborn does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Newborn has been advised that it takes a short time to deliver shares through the DWAC System, Newborn cannot assure you of this fact. Accordingly, if it takes longer than Newborn anticipates for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

Because Newborn will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Newborn requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Newborn will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their ordinary shares in such a circumstance will be unable to sell

their securities after the failed acquisition until Newborn has returned their securities to them. The market price for Newborn’s ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

The initial shareholders, including the officers and directors, control a substantial interest in Newborn and thus may influence certain actions requiring a shareholder vote.

Newborn’s initial shareholders, including the officers and directors, collectively own approximately 22.9% of its issued and outstanding ordinary shares. However, if a significant number of Newborn shareholders vote, or indicate an intention to vote, against the Business Combination, Newborn’s initial shareholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. Newborn’s initial shareholders or the affiliates have agreed to vote any shares they own in favor of the Business Combination.

Newborn will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

Newborn is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Newborn has conducted its own due diligence and calculations and has engaged in comprehensive discussions with Nuvve. Based on these efforts, Newborn believes the valuation offered by Nuvve is favorable to Newborn and its shareholders. Newborn’s board of directors believes that because of the background of its directors, it was qualified to conclude that Newborn’s fair market value was at least 80% of Newborn’s net assets. Therefore, Newborn’s board of directors did not obtain a fairness opinion to assist it in its determination and Newborn’s board of directors may be incorrect in its assessment of the Business Combination and Newborn public shareholders must rely solely on the judgment of Newborn’s board of directors.

Risks Relating to the Business Combination

Newborn and Nuvve have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Nuvve if the Business Combination is completed or by Newborn if the Business Combination is not completed.

Newborn and Nuvve expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Newborn expects to incur approximately $400,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Nuvve if the Business Combination is completed or by Newborn if the Business Combination is not completed. If the Business Combination is not consummated, Newborn may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

In the event that a significant number of NBAC Ordinary Shares are redeemed, the PubCo Common Stock may become less liquid following the Business Combination.

If a significant number of NBAC Ordinary Shares are redeemed, PubCo may be left with a significantly smaller number of stockholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Newborn may waive one or more of the conditions to the Business Combination without resoliciting Newborn shareholder approval for the Business Combination.

Newborn may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. Newborn’s board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if Newborn’s board of directors determines that a waiver is not sufficiently material to warrant resolicitation of Newborn shareholders, Newborn has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to Newborn’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Nuvve’s

conduct of its business; however, if Newborn’s board of directors determines that any such order or injunction is not material to the business of Nuvve, then Newborn’s board of directors may elect to waive that condition and close the Business Combination.

Newborn shareholders will experience immediate dilution as a consequence of the issuance of PubCo Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Newborn’s current shareholders have on the management of Newborn.

After the PIPE Investment and the Business Combination, assuming (i) no redemptions of our ordinary shares, (ii) no exercise of the PubCo Warrants or PubCo UPOs, and (iii) no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing, it is anticipated that Newborn’s shareholders, including the initial shareholders, and rightsholders will own approximately 43.0% of PubCo, the holders of the PIPE Shares will own approximately 7.6% of PubCo, and the Nuvve stockholders will own approximately 48.3% of PubCo. Assuming redemption by holders of 5,140,269 Newborn’s outstanding ordinary shares, which assumes the full redemption of Newborn ordinary shares after giving effect to payments to redeeming stockholders, Newborn’s shareholders, including the initial shareholders, will own approximately 21.5% of PubCo, holders of the PIPE Shares will own approximately 10.5% of PubCo, and Nuvve stockholders will own approximately 66.6% of PubCo. The minority position of the former Newborn’s shareholders will give them limited influence over the management and operations of the post-Business Combination company.

Notwithstanding that the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, the Business Combination is likely to be a taxable event for U.S. Holders of NBAC Ordinary Shares, NBAC Warrants, and NBAC Rights.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” including the application of the PFIC rules and Section 367(b) of the Code, the Reincorporation Merger may qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. Nonetheless, a U.S. Holder of Newborn securities is likely to be taxed under the PFIC rules of the Code because of the likelihood that Newborn is classified as a PFIC. In addition, certain U.S. Holders may be subject to tax under Section 367(b) of the Code as a result of the inbound transfer of assets from Newborn to the United States.

Please see “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Newborn Securities — Passive Foreign Investment Company Status” for a more detailed discussion with respect to Newborn’s potential PFIC status and certain tax implications thereof.

Newborn may be or may have been a PFIC during a U.S. Holder’s holding period.

If Newborn is a PFIC or has been a PFIC during a U.S. Holder’s holding period, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences as a result of the Reincorporation Merger. There is no assurance that Newborn is not currently or has not been a PFIC during a U.S. Holder’s holding period. If (a) Newborn has been a PFIC for any taxable year during the holding period of a U.S. Holder (and a U.S. Holder of NBAC Ordinary Shares, NBAC Rights or NBAC Warrants has not made certain elections with respect to its NBAC Ordinary Shares, NBAC Rights or NBAC Warrants), and (b) PubCo is not a PFIC in the taxable year of the Reincorporation Merger, such U.S. Holder would likely recognize gain (but not loss if the Reincorporation Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code) upon the exchange of NBAC Ordinary Shares, NBAC Rights and NBAC Warrants, as applicable, for PubCo Common Stock or PubCo Warrants pursuant to the Reincorporation Merger. Please see “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Holders — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Newborn Securities — Passive Foreign Investment Company Status” for a more detailed discussion with respect to NBAC’s potential PFIC status and certain tax implications thereof.

The Business Combination may be a taxable event for U.S. Holders of Nuvve Common Stock and Nuvve Options.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Acquisition Merger may qualify as a “reorganization” within the meaning of Section 368 of the Code and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the exchange of Nuvve Common Stock or Nuvve Options, as applicable, pursuant to the Acquisition Merger.

However, if the Acquisition Merger does not qualify as a “reorganization” within the meaning of Section 368 of the Code, then a U.S. Holder that exchanges its Nuvve Common Stock or Nuvve Options for the consideration pursuant to the Business Combination will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo Common Stock and PubCo Options received and (ii) the U.S. Holder’s adjusted tax basis in the Nuvve Common Stock and Nuvve Options exchanged therefor.

Risks Related to Ownership of PubCo’s Securities 

Although PubCo expects its shares will be traded on the Nasdaq Capital Market, PubCo can provide no assurance that its common stock will meet the Nasdaq initial listing requirements upon consummation of the Business Combination or continue to meet Nasdaq continued listing requirements thereafter. If PubCo fails to comply with the continuing listing standards of Nasdaq, its securities could be delisted.

PubCo expects that its common stock will be traded on the Nasdaq Capital Market under the symbol “NVVE.” There can be no assurance, however, that PubCo will meet the initial listing requirements for inclusion of its common stock on Nasdaq. Although the listing of its common stock on Nasdaq is a condition to the closing of the Business Combination pursuant to the merger agreement, Nuvve may waive this condition to closing. Even if PubCo’s common stock is listed on Nasdaq at the closing of the Business Combination, PubCo may in the future fail to satisfy the continued listing requirements of Nasdaq, such as the stockholder equity requirements or the minimum closing bid price requirement. In the event it fails to comply with the continued listing requirements of Nasdaq, PubCo can provide no assurance that any action taken by it to restore compliance with listing requirements would prevent its common stock from dropping below the Nasdaq minimum bid price requirement, improve its stockholders’ equity or otherwise prevent future non-compliance with Nasdaq’s continued listing requirements. In such event, Nasdaq would delist PubCo’s common stock. In addition, there can be no assurance that PubCo’s warrants will be listed on Nasdaq or another national securities exchange. If PubCo’s common stock or warrants are not listed on Nasdaq or another national securities exchange upon consummation of the Business Combination, or if its common stock or warrants are subsequently delisted, it would likely have a negative effect on the price of such securities and would impair your ability to sell or purchase such securities when you wish to do so.

Concentration of ownership among Nuvve’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions. 

Immediately after the closing of the Business Combination, PubCo anticipates that its directors and executive officers and their affiliates as a group will beneficially own approximately 15.9% of PubCo’s outstanding common stock, assuming no redemptions of Newborn’s ordinary shares for a pro rata portion of the trust account in connection with the Business Combination, or approximately 21.8%, assuming maximum redemptions of Newborn’s ordinary shares for a pro rata portion of the trust account in connection with the Business Combination. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the PubCo’s certificate of incorporation and any approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders. 

Sales of a substantial number of shares of PubCo’s securities in the public market could cause the price of its securities to fall. 

Immediately after the completion of the Business Combination, PubCo will have approximately 18,764,171 outstanding shares of common stock, assuming no redemptions of Newborn’s ordinary shares for a pro rata portion of the trust account in connection with the Business Combination, or approximately 13,623,902 outstanding shares of common stock, assuming maximum redemptions of Newborn’s ordinary shares for a pro rata portion of the trust account in connection with the Business Combination.

PubCo also will have outstanding warrants to purchase 4,365,000 shares of its common stock, immediately after the completion of the Business Combination. These warrants will become exercisable upon the closing at an exercise price of $11.50 per share. In additional, PubCo estimates that, immediately after the completion of the Business Combination, it will have outstanding stock options to purchase approximately 1,301,715 shares of common

stock, which will have an average remaining life of approximately 7 years and a weighted average exercise price of approximately $3.27 per share. In addition, 3,300,000 million shares of common stock will be available for future issuance under the Incentive Plan. To the extent such warrants or options are exercised, or we grant additional stock options or other stock-based awards under the 2020 Plan, additional shares of common stock will be issued, which will result in dilution to the holders of PubCo’s common stock and increase the number of shares eligible for resale in the public market.

Furthermore, although the shares of common stock issued in the Business Combination are subject to lock-up restrictions, as described elsewhere in this proxy statement/prospectus, upon the lapse of these lock-up restrictions, a substantial number of additional shares of common stock will become eligible for resale in the public market.

Sales of a substantial number of shares of common stock or warrants in the public market or the perception that these sales might occur could depress the market price of the common stock and/or warrants and could impair PubCo’s ability to raise capital through the sale of additional equity securities. PubCo is unable to predict the effect that sales may have on the prevailing market price of its common stock and warrants. 

The grant and future exercise of registration rights may adversely affect the market price of PubCo’s securities upon consummation of the Business Combination.

Pursuant to the registration rights agreement to be entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, certain stockholders can demand that PubCo register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that PubCo undertakes. Following the consummation of the Business Combination, PubCo intends to file and maintain an effective registration statement under the Securities Act covering such securities.

The registration of these securities will permit the public resale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of PubCo’s securities post-Business Combination.

PubCo’s amended and restated certificate of incorporation will grant its board the power to issue additional shares of common and preferred stock and to designate series of preferred stock, all without stockholder approval.

We will be authorized to issue 101,000,000 shares of capital stock, of which 1,000,000 shares will be authorized as preferred stock. PubCo’s board of directors, without any action by its stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Delaware law.

The rights of holders of our preferred stock that may be issued could be superior to the rights of holders of PubCo’s common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of the common stock. Further, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then current holders of PubCo’s capital stock and may dilute its book value per share.

Neither Nuvve nor Newborn has ever paid cash dividends on its capital stock, and PubCo does not anticipate paying dividends in the foreseeable future. 

Neither Nuvve nor Newborn has ever paid cash dividends on any of its capital stock and PubCo currently intends to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of PubCo’s board of directors and will depend on its financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result, capital appreciation, if any, of its common stock will be the sole source of gain for the foreseeable future. 

The trading price PubCo’s securities is likely to be volatile, and you may not be able to sell its securities at or above the price you paid. 

PubCo expects the trading price of its common stock and warrants to be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

•        actual or anticipated fluctuations in operating results; 

•        failure to meet or exceed financial estimates and projections of the investment community or that PubCo provides to the public; 

•        issuance of new or updated research or reports by securities analysts or changed recommendations for its stock or the transportation industry in general; 

•        announcements by PubCo or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments; 

•        operating and share price performance of other companies that investors deem comparable to PubCo; 

•        PubCo’s focus on long-term goals over short-term results; 

•        the timing and magnitude of PubCo’s investments in the growth of it business; 

•        actual or anticipated changes in laws and regulations affecting PubCo’s business; 

•        additions or departures of key management or other personnel; 

•        disputes or other developments related to PubCo’s intellectual property or other proprietary rights, including litigation; 

•        PubCo’s ability to market new and enhanced products and technologies on a timely basis; 

•        sales of substantial amounts of the common stock by executive officers, directors or significant stockholders or the perception that such sales could occur; 

•        changes in PubCo’s capital structure, including future issuances of securities or the incurrence of debt;

•        the impact of the COVID-19 pandemic and the response of governments and business to the pandemic; and 

•        general economic, political and market conditions. 

In addition, the stock market in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of PubCo’s securities, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against PubCo, could result in substantial costs and a diversion of its management’s attention and resources. 

If securities or industry analysts issue an adverse opinion regarding PubCo’s common stock or do not publish research or reports about PubCo, the price and trading volume of its securities could decline. 

The trading market for PubCo’s common stock and warrants will depend in part on the research and reports that equity research analysts publish about the company and its business. PubCo does not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of its common stock and warrants. The price of its common stock and warrants could also decline if one or more equity research analysts downgrade their recommendations with respect to its common stock and warrants, change their price targets, issue other unfavorable commentary or cease publishing reports about PubCo or its business. If one or more equity research analysts cease coverage of the company, PubCo could lose visibility in the market, which in turn could cause the price of its securities to decline.

securities laws, a court could find the choice of forum provisions contained in PubCo’s second amended and restated certificate of incorporation to be inapplicable or unenforceable. If that were the case, because stockholders will not be deemed to have waived PubCo’s compliance with the federal securities laws and the rules and regulations thereunder, it would allow stockholders to bring claims for breach of these provisions in any appropriate forum.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with PubCo or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, PubCo may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your proxy will be treated as an abstention. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.

•        You can attend the Extraordinary General Meeting in person (or via teleconference) and vote in person or through the virtual meeting platform. Instructions for voting may be found on your proxy card. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, Attention: Karen Smith, E-mail: KSmith@advantageproxy.com, in writing before the Extraordinary General Meeting that you have revoked your proxy; or

•        you may attend the Extraordinary General Meeting in person (or via teleconference), revoke your proxy, and vote in person or through the virtual meeting platform, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may contact our proxy solicitor:

Advantage Proxy

P.O. Box 13581

Des Moines, WA 98198

Toll Free: 877-870-8565

Collect: 206-870-8565

Email: KSmith@advantageproxy.com

No Additional Matters May Be Presented at the Extraordinary General Meeting

This Extraordinary General Meeting has been called only to consider the approval of the Proposals.

Redemption Rights

Pursuant to Newborn’s amended and restated memorandum and articles of association, a holder of NBAC Ordinary Shares has the right to have its public shares redeemed for cash equal to its pro rata share of the trust account (net of taxes payable) in connection with the Business Combination.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of NBAC Ordinary Shares as of the record date. Any public shareholder who holds NBAC Ordinary Shares on or before March 12, 2021 (two (2) business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 7:00 p.m., Eastern Time, on March 12, 2021 (two (2) business days before the Extraordinary General Meeting), that Newborn redeem your shares into cash; and (ii) submit your request in writing to Newborn’s transfer agent, at the address listed at the end of this section and deliver your shares to Newborn’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Extraordinary General Meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to Newborn’s transfer agent. The proxy card or separate request must be signed by the applicable shareholder in order to validly request redemption. A shareholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the NBAC Ordinary Shares for which you are electing redemption by two (2) business days before the Extraordinary General Meeting by either:

•        Delivering certificates representing Newborn’s ordinary shares to Newborn’s transfer agent, or

•        Delivering the NBAC Ordinary Shares electronically through the DWAC system.

Newborn shareholders will be entitled to redeem their NBAC Ordinary Shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.069 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Newborn’s transfer agent two (2) business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Extraordinary General Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Newborn’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two (2) business days before the Extraordinary General Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and Newborn’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Newborn’s understanding that Newborn shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Newborn does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Newborn shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a shareholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the shareholder may withdraw the tender. In the event that a shareholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. Newborn anticipates that a shareholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Newborn public shareholders, Newborn will redeem each share into a pro rata portion of the funds available in the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of February 5, 2021, this would amount to approximately $10.069 per share. If you exercise your redemption rights, you will be exchanging your NBAC Ordinary Shares for cash and will no longer own the shares. In the absence of shareholder approval for a further extension, if Newborn is unable to complete the Business Combination by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), it will liquidate and dissolve and public shareholders would be entitled to receive approximately $10.069 per share upon such liquidation.

Holders of outstanding NBAC Units must separate the underlying NBAC Ordinary Shares, NBAC Warrants and NBAC Rights prior to exercising redemption rights with respect to the NBAC Ordinary Shares. If NBAC Units are registered in a holder’s own name, the holder must deliver the certificate for its NBAC Units to the transfer agent with written instructions to separate the NBAC Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the NBAC Ordinary Shares from the NBAC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds NBAC Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s NBAC Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of NBAC Units to be separated and the nominee holding such NBAC Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant NBAC Units and a deposit of an equal number of NBAC Ordinary Shares, NBAC Warrants and NBAC Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the NBAC Ordinary Shares from the NBAC Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their NBAC Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Tendering Ordinary Shares Certificates in connection with Redemption Rights

Newborn is requiring Newborn public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Newborn’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two (2) business days prior to the Extraordinary General Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether Newborn requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the closing of the Business Combination. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided, at any time up to the closing of the Business Combination, not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Newborn will promptly return the share certificates to such public shareholders.

Dissenter Rights

Dissenter rights are not available to holders of NBAC Ordinary Shares under the Companies Act or under the governing documents of Newborn in connection with the Proposals.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of Newborn’s board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Newborn and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Advantage Proxy, a proxy solicitation firm that Newborn has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

Newborn will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Newborn will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person or through the virtual meeting platform if you revoke your proxy before it is exercised at the Extraordinary General Meeting.

PROPOSAL NO. 1
THE REINCORPORATION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination, and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

Purpose of the Reincorporation Merger Proposal

The purpose of the Reincorporation Merger is to establish a Delaware corporation as the parent entity of Nuvve. As a result of the Reincorporation Merger, the Newborn shareholders will no longer be shareholders of Newborn and (other than the Newborn shareholders who exercise their redemption rights) will become stockholders of PubCo. The Reincorporation Merger is a condition to the consummation of the Business Combination. Being reincorporated in Delaware will create operational efficiencies for the combined company due to the fact that Nuvve and its subsidiaries are all located in the United States and a Delaware corporation will provide its stockholders with certain rights not afforded to them by a Cayman Islands exempted company. The Reincorporation Merger will be completed immediately prior to the Business Combination. As part of the Business Combination, PubCo’s corporate name will be changed to “Nuvve Holding Corp.”

Summary of the Reincorporation Merger

The Merger Agreement was entered into by and among Newborn, PubCo, Merger Sub, Nuvve and certain other parties on November 11, 2020. Newborn will reincorporate to Delaware by merging with and into the PubCo, a Delaware corporation and wholly-owned subsidiary of Newborn. The separate corporate existence of Newborn will cease and PubCo will continue as the surviving corporation and the public entity. At the closing of the Reincorporation Merger, which will occur immediately prior to the Acquisition Merger, Newborn’s outstanding securities will be converted into equivalent securities of PubCo, as follows:

•        Each NBAC Ordinary Share, issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each NBAC Ordinary Share, PubCo shall issue to each Newborn shareholder (other than Newborn’s shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued share of PubCo Common Stock, which, unless explicitly stated herein, shall be fully paid.

•        Each NBAC Rights issued and outstanding immediately prior to the effective time of the Reincorporation Merger will automatically be converted into one-tenth (1/10) of one share of PubCo Common Stock; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

•        Each NBAC Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will automatically be converted into a PubCo Warrant to purchase one-half (1/2) of one share of PubCo Common Stock. The PubCo Warrants will have substantially the same terms and conditions as set forth in the NBAC Warrants.

•        Each NBAC Unit will be automatically separated into its constituent securities, with each constituent security being automatically converted into a security of PubCo as described in the preceding bullet points.

•        Each NBAC UPO issued and outstanding immediately prior to effective time of the Reincorporation Merger will automatically be converted into a PubCo UPO to purchase a unit consisting of 1.1 shares of PubCo Common Stock and one PubCo Warrant at a price of $11.50 per unit.

Full Text of the Resolution to be Approved

“RESOLVED, as a special resolution, that:

(a)     Newborn Acquisition Corp. (the “Company”) be authorized to merge with and into NB Merger Corp., a Delaware corporation (the “Surviving Company”), so that Surviving Company be the surviving company and all the undertaking, property and liabilities of the Company vest in the Surviving Company by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands;

(b)    the Plan of Merger in the form annexed to the proxy statement/prospectus in respect of the meeting (the “Plan of Merger”) be authorized, approved and confirmed in all respects;

(c)     the Company be authorized to enter into the Plan of Merger;

(d)    the Plan of Merger be executed by any one Director on behalf of the Company and any Director or Maples and Calder, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; and

(e)     all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any Director or officer of the Company in connection with the transactions contemplated hereby be and are hereby approved, ratified and confirmed in all respects.”

Required Vote

Approval of the Reincorporation Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Adoption of the Reincorporation Merger Proposal is conditioned upon the adoption of the Acquisition Merger Proposal. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Newborn will not consummate the Business Combination.

Recommendation of Newborn’s Board of Directors

After careful consideration, Newborn’s board of directors determined that the Reincorporation Merger forming part of the Business Combination with Nuvve is in the best interests of Newborn and its shareholders. On the basis of the foregoing, Newborn’s board of directors has approved and declared advisable the Business Combination with Nuvve and recommends that you vote or give instructions to vote “FOR” adoption of the Reincorporation Merger Proposal.

PROPOSAL NO. 2
THE CHARTER PROPOSALS

Overview

Shortly before completion of the Business Combination, the amended and restated certificate of incorporation will be adopted by PubCo. Upon completion of the Reincorporation Merger, your rights as a security holder of PubCo will be governed by PubCo’s amended and restated certificate of incorporation. The following table sets forth a summary of the material differences between PubCo’s amended and restated certificate of incorporation and Newborn’s amended and restated memorandum and articles of association. This summary is qualified by reference to the complete text of the proposed amended and restated certificate of incorporation, which we sometimes refer to as the “proposed charter,” a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the proposed charter in its entirety for a complete description of its terms.

Reasons for Proposed Charter Amendments

Corporate Name (Proposal 2A)

Proposal 2A provides that the name of PubCo will be “Nuvve Holding Corp.” We believe that our corporate name should reflect the merger with Nuvve and align with our operating business after the Business Combination.

Required Vote to Amend the Charter (Proposal 2B)

At present, certain provisions of our existing charter relating to alteration of capital may be amended by Ordinary Resolution, and certain provisions of our existing charter regarding changing our name, altering or adding to our articles of association, altering or adding to our memorandum and reducing our share capital or any capital redemption reserve fund may be amended by Special Resolution.

Proposal 2B provides that an affirmative vote of at least 66⅔% of the total voting power of the then-outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, is required in order to amend, alter, repeal or rescind certain provisions of the proposed charter, including provisions relating to staggering the board of directors, appointing directors, removing directors, amending certain provisions of the proposed bylaws, eliminating written consents of stockholders, calling meetings of the stockholders, limiting liability of directors and indemnifying directors and officers, and selecting the forum for certain actions involving the company. Except as provided in the foregoing or as provided by the DGCL, the proposed charter may be amended by the affirmative vote of the holders of at least a majority of the total voting power of all the then-outstanding shares of our stock entitled to vote generally in the election of directors, voting together as a single class.

We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the board of directors was cognizant of the potential for certain stockholders to beneficially own a significant percentage of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages any person seeking control to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Required Vote to Amend the Bylaws (Proposal 2C)

At present, certain provisions of our existing charter relating to alteration of capital may be amended by Ordinary Resolution, and certain provisions of our existing charter regarding changing our name, altering or adding to our articles of association, altering or adding to our memorandum and reducing our share capital or any capital redemption reserve fund may be amended by Special Resolution.

Proposal 2C provides that the bylaws of PubCo may be altered, amended, repealed or rescinded, in whole or in part, only by either the affirmative vote of a majority of the board of directors or the affirmative vote of at least 66⅔% of the total voting power of all the then-outstanding shares of stock of PubCo entitled to vote generally in the election of directors, voting together as a single class.

We believe that supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the board of directors was cognizant of the potential for certain stockholders to beneficially own a significant percentage of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages any person seeking control to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Classified Board (Proposal 2D)

Under our existing charter, the board of directors has no classes. Proposal 2D provides that PubCo’s board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. We believe that the classification of our board of directors will encourage stability in leadership following the Business Combination. We also believe that such classification will assure desirable continuity in policy following the Business Combination.

Director Election and Director Vacancies (Proposal 2E)

At present, our existing charter provides that the directors may be appointed by Ordinary Resolution. Our existing charter also provides that the directors may appoint any person to be a director, either to fill a vacancy or as an additional director, provided that such appointment does not cause the number of directors to exceed any number fixed by or in accordance with the articles.

Proposal 2E provides that directors shall be elected by the affirmative vote of at least a plurality of the total voting power of all the then-outstanding shares of our stock entitled to vote generally in the election of directors (other than those directors elected by the holders of any series of preferred stock, who shall be elected pursuant to the terms of such preferred stock). Proposal 2E further provides that newly created directorships (including those created by the board) or any vacancy on the board of directors may be filled by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.

We believe that these voting requirements are appropriate at this time to promote diversity on the board of directors and to encourage stability in leadership and continuity in policy following the Business Combination.

Director Removal (Proposal 2F)

At present, the existing charter provides that a director may be removed from office (a) by Ordinary Resolution or (b) by all of the other directors either by a resolution passed by all of the other directors at a meeting duly convened and held in accordance with the articles or by a resolution in writing signed by all of the other directors. Because PubCo’s board of directors is classified, directors may only be removed for cause under the DGCL.

Proposal 2F provides for the removal of directors only with cause and by the affirmative vote of at least 66⅔% of the total voting power of all the then outstanding shares of our stock entitled to vote generally in the election of directors, voting together as a single class (other than those directors elected by the holders of any series of Preferred Stock, who shall be removed pursuant to the terms of such Preferred Stock).

We believe that applying a supermajority voting requirement to removal with “cause” is appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the board of directors was cognizant of the potential for certain stockholders to beneficially own a significant percentage of our common stock following the Business Combination. We further believe that going forward, a supermajority voting requirement encourages any person seeking control to negotiate with the board of directors to reach terms that are appropriate for all stockholders.

Special Meetings (Proposal 2G)

At present, our existing charter provides that the directors, the chief executive officer or the chairman of the board of directors may call a general meeting, including an extraordinary general meeting, and that they shall convene an extraordinary general meeting if requested by shareholders holding at least 10% in par value of the issued shares entitled to voting at general meetings. Proposal 2G provides that special meetings of the stockholders of PubCo may be called only by or at the direction of the board of directors of PubCo, the chairman of the board of directors of PubCo, or the chief executive officer of PubCo. We believe this achieves a reasonable balance between enhancing stockholder rights and adequately protecting the long-term interests of PubCo and its stockholders.

Stockholder Actions by Written Consent (Proposal 2H)

Under the existing charter, a resolution (including a Special Resolution) in writing signed by or on behalf of all of the shareholders then entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the resolution had been passed at a general meeting duly convened and held.

Proposal 2H provides that actions of stockholders must be taken at a duly called annual or special meeting of stockholders and may not be effected by written consent unless such action is recommended or approved by all members of the board of directors then in office.

Restricting the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend PubCo’s organizational documents, outside of a duly called special or annual meeting of the stockholders. Further, we believe restricting stockholders’ ability to act by written consent will reduce the time and effort the board of directors and management would need to devote to stockholder proposals, which time and effort could distract PubCo’s board of directors and management from other important company business.

Forum Selection (Proposal 2I)

Our existing charter does not contain an exclusive forum provision for shareholder litigation.

Proposal 2I provides that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. These provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Securities Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, claims made under the Securities Act must be brought in federal district courts.

This amendment is intended to assist PubCo in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. We believe that the Delaware courts are best suited to address disputes involving such matters given that PubCo will be incorporated in Delaware, Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes to accelerate the timeline of legal decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and PubCo with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions. In addition, this amendment is intended to promote judicial fairness and avoid conflicted results, as well as make PubCo’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

Removal of Blank Check Company Provisions (Proposal 2J)

Our existing charter contains various provisions applicable only to blank check companies. Proposal 2J eliminates certain provisions related to our status as a blank check company, which is desirable because these provisions will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement to dissolve PubCo and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for corporations and we believe it is the most appropriate period for PubCo following the Business Combination. In addition, certain other provisions in our existing charter require that proceeds from PubCo’s IPO be held in the trust account until a business combination or liquidation has occurred. These provisions cease to apply once the Business Combination is consummated.

Full Text of the Resolution to be Approved

“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B.”

Required Vote

Approval of the Charter Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. The Business Combination is

conditioned upon approval of the Charter Proposals, and the Charter Proposals are dependent upon the approval and completion of the Business Combination. If the Business Combination is not approved or completed, this proposal will have no effect even if approved by our shareholders.

Recommendation of Newborn’s Board of Directors

After careful consideration, Newborn’s board of directors determined that the material differences between Newborn’s amended and restated memorandum and articles of association and PubCo’s proposed charter, to which Newborn’s shareholders will become subject as part of the Reincorporation Merger, are in the best interests of Newborn’s and its shareholders. On the basis of the foregoing, Newborn’s board of directors has approved and declared advisable such material differences and recommends that you vote or give instructions to “FOR” the special resolutions approving each of the Charter Proposals.

PROPOSAL NO. 3
THE ACQUISITION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Acquisition Merger

The Acquisition Merger and Acquisition Merger Consideration

Immediately after the Reincorporation Merger, Merger Sub, a Delaware corporation and wholly-owned subsidiary of PubCo, will be merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of PubCo.

At the closing of the Acquisition Merger, each share of Nuvve Common Stock outstanding immediately prior thereto (including the shares issued upon conversion of Nuvve’s preferred stock and upon conversion of the Bridge Loan) automatically will be converted in the Acquisition Merger into a number of shares of PubCo Common Stock equal to the Closing Exchange Ratio. Each outstanding Nuvve Option will be assumed by PubCo and converted into an option to purchase a number of shares of PubCo Common stock equal to the number of shares of Nuvve Common Stock subject to such option immediately prior to the closing multiplied by the Closing Exchange Ratio, at an exercise price equal to the exercise price immediately prior to the closing divided by the Closing Exchange Ratio.

The Closing Exchange Ratio is the ratio of (i) a number of shares of PubCo Common Stock equal to the Closing Merger Consideration (as described below) divided by $10.00 per share, over (ii) the total number of shares of Nuvve Common Stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) plus the total number of shares of Nuvve Common Stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The Closing Merger Consideration is equal to $100,0000,000, minus the amount of Nuvve’s indebtedness for borrowed money as of the closing of the Acquisition Merger, plus the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger. We presently estimate that the Closing Exchange Ratio will be approximately 0.2124.

As of February 10, 2020, there were 26,162,122 outstanding shares of Nuvve Common Stock and outstanding Nuvve Options to purchase 6,127,437 shares of Nuvve Common Stock. In addition, concurrently with the execution of the Merger Agreement, Nuvve entered into an agreement providing for the Bridge Loan with an accredited investor, pursuant to which, on November 17, 2020, the investor purchased a $4,000,000 convertible debenture from Nuvve. The principal amount of the Bridge Loan and all accrued and unpaid interest thereon will convert into an estimated 2,559,881 shares of Nuvve Common Stock immediately prior to the Acquisition Merger. In addition, upon approval by a majority of the holders of Nuvve’s Series A preferred stock, pursuant to Nuvve’s certificate of incorporation, as amended, each share of Nuvve’s outstanding Series A Preferred Stock will convert into one share of Nuvve Common Stock immediately prior to the Acquisition Merger. As of February 10, 2020, there were 16,789,088 shares of Nuvve’s Series A preferred stock outstanding.

Upon the closing of the Acquisition Merger, based on the estimated Closing Exchange Ratio set forth above and assuming no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing, an estimated 9,068,419 shares of PubCo Common Stock will be issued to the Nuvve stockholders (after the repurchase of 600,000 shares from one of the Nuvve stockholders as described elsewhere in this proxy statement/prospectus) and 1,301,715 shares of PubCo Common Stock will be reserved for issuance pursuant to the Nuvve Options assumed by PubCo. Of the shares issued to the Nuvve stockholders, an estimated 912,460 shares of PubCo Common Stock will be held in escrow to satisfy any indemnification obligations under the Merger Agreement.

Nuvve’s stockholders (other than the Bridge Loan investor) will be entitled to receive an additional 4,000,000 “earn-out” shares of PubCo Common Stock if, for the fiscal year ending December 31, 2021, PubCo’s revenue equals or exceeds $30,000,000. The “earn-out” shares will be allocated among Nuvve’s stockholders in proportion to the number of shares issued to them at the closing of the Acquisition Merger that continue to be held by them.

In addition, the financial advisor to Newborn will receive a success fee of an estimated 208,526 shares of PubCo Common Stock. The financial advisor introduced Newborn to Nuvve, assisted with the structure of the transaction, and provided advice on the transaction process to Newborn. The financial advisor also acted as agent in the $14.25 million PIPE Investment that was announced concurrently with the signing of the definitive Merger Agreement.

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of seven directors, five of whom will be designated by Nuvve and two of whom will be designated by Newborn. A majority of the directors will qualify as independent directors under rules of Nasdaq. If the nominees identified in this proxy statement/prospectus are elected, Richard A. Ashby and Jon M. Montgomery will be Class A directors serving until PubCo’s 2022 annual meeting of stockholders; Angela Strand and H. David Sherman will be Class B directors serving until PubCo’s 2023 annual meeting of stockholders; and Gregory Poilasne, who is currently Nuvve’s Chief Executive Officer, Ted Smith, who is currently Nuvve’s Chief Operating Officer, and Kenji Yodose, who is currently a member of Nuvve’s board of directors, will be Class C directors serving until PubCo’s 2024 annual meeting of stockholders, and in each case, until their successors are elected and qualified. See “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Under PubCo’s proposed charter, the authorized share capital of post-closing company is 100,000,000 shares of common stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. For more information about the Certificate of Incorporation, please see the sections titled “Proposal No. 2 The Charter Proposals.”

It is anticipated that, immediately after consummation of the PIPE Investment and the Business Combination, Newborn’s shareholders, including the initial shareholders, and rightsholders will own 43.0% of the issued PubCo Common Stock, Nuvve’s stockholders will own 48.3% of the issued PubCo Common Stock, and the investors in the PIPE Investment will own 7.6% of the issued PubCo Common Stock. These relative percentages assume that (i) none of Newborn’s existing public shareholders exercise their redemption rights as discussed herein, (ii) no PubCo Warrants or PubCo UPOs are exercised, and (iii) no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing. If any of Newborn’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Newborn’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

Assuming the Reincorporation Merger Proposal and the Acquisition Merger Proposal are approved, Newborn expects to close the Business Combination by March 31, 2021.

Representations and Warranties

In the Merger Agreement, Nuvve makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate organization of Nuvve and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter documents and corporate records; (f) required consents and approvals; (g) financial information; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) ownership of real property; (l) licenses and permits; (m) compliance with laws, including those relating to foreign corrupt practices and money laundering; (n) ownership of intellectual property; (o) customers and suppliers; (p) employment and labor matters; (q) taxes matters; (r) regulatory matters; (s) environmental matters; (t) brokers and finders; (u) that Nuvve is not an investment company; and (v) other customary representations and warranties.

Newborn, PubCo and Merger Sub (collectively “Purchaser Parties”) make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) brokers and finders; (d) validity of share issuance; (e) capital structure; (f) minimum trust fund amount; (g) validity of Nasdaq listing; (h) SEC filing requirements and financial statements; (i) litigation; (j) material contracts; (k) documents related to the PIPE Investment; and (l) compliance with laws, including those relating to foreign corrupt practices and money laundering.

Conduct Prior to Closing; Covenants

Each of Nuvve and Newborn has agreed to, and cause its subsidiaries to, operate the business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains covenants providing for:

•        each party providing access to their books and records and providing information relating to their respective business to the other party, its legal counsel and other representatives;

•        Nuvve delivering the financial statements required by Newborn to make applicable filings with the SEC;

•        cooperation in making certain filings with the SEC;

•        the key personnel of Nuvve entering into certain confidentiality and non-solicitation agreements and labor agreements; and

•        Newborn agreeing to take certain actions to extend the time Newborn has to complete a business combination.

Conditions to Closing

General Conditions

Consummation of the transactions herein is conditioned on, among other things, (i) the absence of any order or provisions of any applicable law or any action making the transactions illegal or otherwise preventing the transactions; (ii) Newborn and Nuvve receiving approval from their respective shareholders to the transactions, (iii) Newborn having at least $5,000,001 of net tangible assets immediately prior to the closing; and (iv) each of the additional agreements as described in the Merger Agreement being entered into and in full force and effect.

Nuvve’s Conditions to Closing

The obligations of Nuvve to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

•        the Purchaser Parties complying with all of their obligations under the Merger Agreement in all material respects;

•        the representations and warranties of the Purchaser Parties being true on and as of the closing date of the transactions, other than as would not reasonably be expected to have a Material Adverse Effect (as defined below);

•        the Purchaser Parties having no less than $15,000,000 in cash and cash equivalents available to them immediately after the Closing, including the net proceeds from the trust fund and the net proceeds from the PIPE Investment;

•        the PubCo Common Stock having been approved for listing on Nasdaq;

•        Purchaser Parties complying with the reporting requirements under the applicable Securities Act and Exchange Act; and

•        there having been no Material Adverse Effect to the Purchaser Parties.

Purchaser Parties’ Conditions to Closing

The obligations of Purchaser Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

•        Nuvve and its subsidiaries complying with all of the obligations under the Merger Agreement in all material respects;

•        the representations and warranties of Nuvve and its subsidiaries being true on and as of the closing date of the transactions, other than as would not reasonably be expected to have a Material Adverse Effect; and

•        there having been no Material Adverse Effect to Nuvve’s business.

“Material Adverse Effect” when used in connection with Nuvve or the Purchaser Parties, as the case may be, means a material adverse change in or a material adverse effect upon on the assets, liabilities, financial condition, earnings, cash flows, business, operations or properties of Nuvve (and its subsidiaries) or the Purchaser Parties, taken as a whole, whether or not arising from transactions in the ordinary course of business; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic, political or social conditions; (ii) conditions generally affecting the industries in which Nuvve or the Purchaser Parties, as applicable, operate; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action by the Nuvve or the Purchaser Parties, as applicable, required or permitted by the Merger Agreement, or any action taken (or omitted to be taken) by Nuvve or the Purchaser Parties, as applicable, with the written consent of or at the written request of the other party; (vi) any matter of which the other party is aware on the date hereof; (vii) any changes in applicable laws or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by the Merger Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with Nuvve or the Purchaser Parties, as applicable; (ix) any natural or man-made disaster or acts of God; (x) any pandemic, epidemic, plague or other general outbreak of illness; or (xi) any failure by Nuvve to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

Indemnification

Until the twelve-month anniversary of the closing date, each of Nuvve and Newborn has agreed to indemnify the other party from any losses incurred or sustained by the other party arising from any breach, inaccuracy or nonfulfillment of any of the representations, warranties or covenants of the indemnifying party contained in the Merger Agreement. The indemnification applies only to amounts (in aggregate) in excess of $560,000, and the indemnification obligations will be satisfied solely from an estimated 912,460 shares of PubCo Common Stock held in escrow (in the event Nuvve is the indemnifying party) or by the issuance of a number of new shares of PubCo Common Stock equal to the number of escrow shares (in the event Newborn is the indemnifying party).

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Newborn’s shareholders, by:

•        either Newborn or Nuvve, if an authority shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the agreement, which order, decree, ruling or other action is final and nonappealable;

•        either Newborn or Nuvve, if the closing has not occurred by July 1, 2021, provided no material breach of the agreement by the party seeking to terminate the agreement shall have occurred or have been made;

•        Newborn, if the Nuvve has breached any representation, warranty, agreement or covenant contained in the agreement, such that the conditions to close would not be met, and such breach shall not be cured within twenty (20) business days following the receipt by Nuvve of a notice describing such breach;

•        Nuvve, if any Purchaser Party has breached any representation, warranty, agreement or covenant contained in the agreement, such that the conditions to close would not be met, and such breach shall not be cured within twenty (20) business days following the receipt by such Purchaser Party(s) of a notice describing such breach;

•        either Newborn or Nuvve, if the Merger Agreement, the plan of merger or transactions contemplated by the Merger Agreement fail to be authorized or approved by the Newborn shareholders; and

•        either Newborn or Nuvve, with the prior written consent of the other party.

In addition to the Merger Agreement, the following agreements have been entered into in connection with the closing of the business combination.

Shareholder Support Agreements

Concurrently with the execution of the Merger Agreement, certain of Nuvve’s officers, directors, founders and holders of more than 5% of its voting stock who collectively own approximately 55% of the outstanding Nuvve Common Stock and approximately 55% of Nuvve’s outstanding Series A preferred stock entered into support agreements, pursuant to which each such holder agreed to vote in favor of the Business Combination, subject to the terms of such shareholder support agreements. The vote of the Nuvve stockholders who are party to the support agreements is sufficient to approve the Business Combination, including the Acquisition Merger.

Indemnification Escrow Agreement

At the closing of the Business Combination, PubCo, the Stockholders’ Representative of Nuvve and an escrow agent will enter into an escrow agreement pursuant to which PubCo will deposit an estimated 912,460 shares of PubCo Common Stock in escrow to secure the indemnification obligations as contemplated by the Merger Agreement.

Earn-out Escrow Agreement

In connection with the transactions, PubCo, Mr. Ted Smith as the representative of the Nuvve’s existing stockholders and an escrow agent will enter into an escrow agreement pursuant to which PubCo will deposit 4,000,000 shares of PubCo Common Stock in escrow, to be released to the Nuvve stockholders (other than the Bridge Loan investor) who continue to hold the shares of PubCo Common Stock issued to them in the Acquisition Merger if the condition to the earn-out is satisfied.

Lock-up Agreements

In connection with the closing of the Business Combination, each existing stockholder of Nuvve will submit a letter of transmittal that includes certain lock-up provisions, pursuant to which each such stockholder will agree not to, within one year of the closing, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of PubCo Common Stock issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. One-half of the shares may be released prior to the one-year anniversary if the volume weighted average price of PubCo Common Stock is at or above $12.50 for 20 out of any 30 consecutive trading days commencing six months after the closing of the Acquisition Merger.

In addition, the Newborn initial shareholders will enter into new lock-up agreements, pursuant to which certain shares of PubCo Common Stock and the PubCo Warrants held by the initial shareholders will be locked up for six months after the closing, with respect to 50% of such shares of PubCo Common Stock and PubCo Warrants, and for one year, with respect to the remaining 50% of such shares of PubCo Common Stock and PubCo (subject to certain exceptions contained therein). The new lock-up agreements will supersede the existing restrictions on transfer applicable to such securities at the execution of the Merger Agreement.

Registration Rights Agreement

In connection with the Business Combination, PubCo, Newborn’s initial shareholders and certain existing stockholders of Nuvve will enter into an amended and restated registration rights agreement to provide for the registration of the PubCo Common Stock received by them in the Acquisition Merger and the Reincorporation Merger. The initial shareholders and each of the Nuvve stockholders will be entitled to (i) make a written demand for registration under the Securities Act of all or part of their shares and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the Business Combination. PubCo will bear the expenses incurred in connection with the filing of any such registration statements.

Purchase and Option Agreement

Pursuant to a purchase and option agreement between PubCo and EDF Renewables, the owner of approximately 19.3% of Nuvve’s capital stock, PubCo will repurchase, immediately after the closing, 600,000 shares of PubCo Common Stock from EDF Renewables at a price of $10.00 per share. In addition, EDF Renewables will have the option to sell up to an additional $2,000,000 of shares of PubCo Common Stock back to PubCo within a year after the closing at a price per share equal to the then-current market price. In the event EDF Renewables exercises its option, two of Nuvve’s executive officers, Gregory Poilasne and Ted Smith, have committed to repurchase such shares from PubCo at the same price PubCo paid for them.

Stockholder Agreement

Pursuant to a stockholder agreement between PubCo and TTC, a significant shareholder of Nuvve prior to the Business Combination and of PubCo after the Business Combination, TTC will have the right to designate one member of PubCo’s board of director for appointment or election as a director for so long as TTC continues to beneficially own 5% of the outstanding PubCo Common Stock. Subject to certain exceptions, PubCo will agree to appoint the designee as a director and include the designee in management’s slate of director nominees. Kenji Yodose will be TTC’s initial designee.

PIPE Investment

Concurrently with the execution of the Merger Agreement, Newborn entered into subscription agreements with certain accredited investors, pursuant to which the investors agreed to purchase 1,425,000 NBAC Ordinary Shares, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000, in the PIPE Investment. The investors also will receive NBAC Warrants to purchase 1,353,750 NBAC Ordinary Shares. The warrants will be exercisable at $11.50 per share and have the same terms as the other NBAC Warrants. The investors will receive demand and piggyback registration rights in connection with the securities issued to them. The PIPE Investment will close immediately prior to the closing of the transactions contemplated by the Merger Agreement. The purpose of PIPE Investment is to fund the Business Combination and related transactions and for general corporate purposes of the surviving entity.

Interests of Certain Persons in the Business Combination

When the Newborn shareholders consider the recommendation of Newborn’s board of directors in favor of adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, they should keep in mind that Newborn’s directors and officers have interests in the Business Combination that are different from, or in addition to, their interests as shareholders, including the following:

•        If the proposed Business Combination is not completed February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Newborn will be required to dissolve and liquidate. In such event, 1,437,500 NBAC Ordinary Shares held by the initial shareholders which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless because the initial shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions. Such shares had an aggregate market value of approximately $27,456,250 based on the closing price of NBAC Ordinary Shares of $19.10 on Nasdaq as of February 5, 2021.

•        If the proposed Business Combination is not completed by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), 272,500 Private Units purchased by the Sponsor for a total purchase price of $2,725,000, will be worthless because the Sponsor has agreed to waive its rights to any liquidation distributions. Such Private Units had an aggregate market value of approximately $6,948,750 closing price of NBAC Units of $25.50 on Nasdaq as of February 5, 2021.

•        To extend Newborn’s time to complete a business combination by up to an additional six months as provided in its amended and restated memorandum and articles of association, Newborn’s Sponsor or our directors and officers must deposit $575,000 into the trust account for each three-month extension. If the Business Combination is consummated by the extended deadlines, the amount deposited in the trust account will be repaid. However, if the Business Combination is not consummated by the extended deadline, the amount deposited will not be repaid and will be included in the liquidation distribution to Newborn’s shareholders.

•        If the proposed Business Combination is not completed by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), Wenhui Xiong, a member of our Board of Directors, will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Newborn for services rendered or contracted for or products sold to Newborn. If Newborn consummates a business combination, on the other hand, PubCo will be liable for all such claims.

•        The Sponsor and Newborn’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Newborn’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association), they will not have any claim against the trust account for reimbursement. Accordingly, Newborn may not be able to reimburse these expenses if the Business Combination or another business combination is not completed within the allotted time period. As of the record date, the Sponsor and Newborn’s officers and directors and their affiliates had incurred approximately $100,000 of unpaid reimbursable expenses.

•        It is currently contemplated that H. David Sherman, who is currently a director of Newborn, will continue to be a director of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, he will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors.

•        The Merger Agreement provides for the continued indemnification of Newborn’s current directors and officers and the continuation of directors and officers liability insurance covering Newborn’s current directors and officers.

•        Newborn’s officers and directors (or their affiliates) may make loans from time to time to Newborn to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Newborn outside of the trust account.

In addition, the Nuvve stockholders should be aware that aside from their interests as stockholders, Nuvve’s officers and members of Nuvve’s board of directors have interests in the Business Combination that are different from, or in addition to, those of other Nuvve stockholders generally. Nuvve stockholders should take these interests into account in evaluating the Business Combination. These interests include, among other things:

•        Gregory Poilasne, the Chairman and Chief Executive Officer of Nuvve, will continue as the Chairman and Chief Executive Officer and a director of PubCo, and Ted Smith, the Chief Operating Officer and a director of Nuvve, will continue as the President, Chief Operating Officer and a director of PubCo (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). Each of Messrs. Poilasne and Smith will enter into an employment agreement with PubCo providing for increased compensation to him, including an increased base salary, performance and discretionary bonuses and one-time equity grants, as more fully described in “Executive Officer and Director Compensation” below.

In addition, Mr. Poilasne and Mr. Smith will receive approximately $1,000,000 and $260,000, respectively, in compensation in respect of their services to Nuvve in prior years, which will become payable in connection with the successful completion of the Business Combination.

•        Kenji Yodose, a director of Nuvve, will continue to be a director of PubCo after the closing of the Business Combination (assuming that the Director Election Proposal is approved as described in this proxy statement/prospectus). As such, in the future, he will receive any cash fees, stock options or stock awards that PubCo’s board of directors determines to pay to its non-executive directors.

•        EDF Renewables, which owns approximately 19.3% of Nuvve’s capital stock and which has an employee serving as a director of Nuvve, has entered into a purchase and option agreement with PubCo, which provides that PubCo will repurchase, immediately after the closing, 600,000 shares of PubCo Common Stock from EDF Renewables at a price of $10.00 per share. In addition, EDF Renewables will have the option to sell up to an additional $2,000,000 of shares of PubCo Common Stock back to PubCo within a year after the closing at a price per share equal to the then-current market price.

•        TTC, which owns approximately 16.1% of Nuvve’s capital stock and which has an employee, Mr. Yodose, serving as a director of Nuvve, has entered into a stockholder agreement with PubCo, which provides that TTC will have the right to designate one member of PubCo’s board of director for appointment or election as a director for so long as TTC continues to beneficially own 5% of the outstanding PubCo Common Stock.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with U.S. GAAP. Under this method of accounting, Newborn will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Nuvve’s stockholders are expected to have 48.3% of the voting power of the combined company, Nuvve will comprise all of the ongoing operations of the combined entity, Nuvve-designated directors will comprise a majority of the governing body of the combined company, and Nuvve’s senior management will comprise all of the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Nuvve issuing shares for the net assets of Newborn, accompanied by a recapitalization. The net assets of Newborn will be stated at historical costs. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Nuvve.

Regulatory Approvals

The Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional material U.S. federal or state regulatory requirements or approvals, or any material regulatory requirements or approvals under the laws of the Cayman Islands.

Background of the Business Combination

Immediately after the closing of the IPO on February 19, 2020, the officers and directors of NBAC began to contact potential targets for a business combination. In addition, NBAC was contacted by a number of individuals and entities with respect to business combination opportunities. NBAC believes that its management team has a unique combination of experience as investors in renewables, consumer products and auto industries. Because of this combination of strengths, NBAC was able to rapidly and efficiently evaluate a wide range of potential merger targets, to identify those that met its transactional criteria, and then to quickly submit proposals for a merger. The transactional criteria for NBAC management team included: (1) that the target is focused on leading-edge technologies and applications; (2) that the targets has prototypes, gone through the piloting process and ready for commercial production or market application; (3) that the target has customers and revenue is growing fast; and (4) that the market for the sector and subsector is large.

Between February 20, 2020 and November 11, 2020, NBAC reviewed approximately 15 potential merger targets and submitted 4 preliminary proposals to certain of these potential targets, including Nuvve. For the rest of 11 potential targets, NBAC did not provide formal proposals primarily due to the lack of innovative technologies, unresponsiveness, early-stage technological development, or a management team that was not familiar with the U.S.

capital market. The NBAC team held frequent discussions regarding various targets during this period both internally and externally with potential target management teams. The NBAC team also held meetings with sector professionals and experts. No discussions regarding a potential merger target were held prior to NBAC’s IPO.

NBAC’s Interaction with Other Targets

With regard to the three targets (other than Nuvve) with which NBAC provided a formal proposal:

Target One:    Target One was headquartered in the United States, and it was known to the principals of NBAC as a leading private company focusing on block chain technology applications in the consumer industry. On February 25, 2020, NBAC held a conference call with Target One’s management team to discuss a potential transaction. NBAC had a follow-up call with Target One’s CEO on March 6, 2020. The proposal included a pre-transaction valuation of US$200 million and proposed a structure that would have issued 20 million new shares to the shareholders of Target One, resulting in Target One’s shareholders owning 71.4% of the outstanding shares in the combined company post-merger under the assumption of no redemptions of NBAC’s ordinary shares. NBAC presented this proposal on March 6, 2020. However, NBAC did not receive any substantive response and as there were other potential opportunities, NBAC did not pursue this opportunity further.

Target Two:    Target Two was known to the principals of NBAC as a leading private company focusing on EV manufacturing and trading in developing countries. It is headquartered in Asia. On April 3, 2020, NBAC held a conference call with Target Two’s management team to discuss a potential transaction. NBAC had a follow-up call with Target Two’s CEO and financial advisor on April 17, 2020. On April 17, 2020, NBAC proposed a pre-transaction valuation of US$340 million and a structure that would have issued 34 million new shares to the shareholders of Target Two, resulting in Target Two’s shareholders owning 80.9% of the outstanding shares in the post-merger company under the assumption of no redemptions of NBAC’s ordinary shares. No counteroffer was received from Target Two. On June 12, 2020, Target Two’s financial advisor informed NBAC that Target Two would pursue an initial public offering, and discussions with Target Two came to an end.

Target Three:    This target has a leading brand in consumer products based in the United States, and was referred by an investment bank on July 17, 2020. The NBAC team had a few conference calls with the investment bank discussing Target Three, and signed a Letter of Intent on July 23, 2020, in which NBAC proposed a total consideration of US$381 million, including issuing 23.92 million new shares and assuming $142 million debt in order to acquire Target Three. There was no counteroffer coming from Target Three, and, on July 31, 2020, the investment bank informed NBAC that Target Three decided to pursue other opportunities and discussions with Target Three came to an end.

NBAC’s Interaction with Nuvve

On August 5, 2020, NBAC signed an agreement with Craig-Hallum Capital Group LLC as placement agent and M&A advisor. On August 14, 2020, Craig-Hallum introduced Nuvve to NBAC. Shortly after the introduction, the NBAC team had several conference calls with Craig-Hallum and the Nuvve management team, including CEO Gregory Poilasne and COO Ted Smith.

On August 19, 2020, Nuvve management, Craig-Hallum and NBAC management held a conference call to discuss the framework of a potential merger and potential deal terms.

On August 20, 2020, NBAC sent a draft LOI to Nuvve in which NBAC proposed a total consideration of $140 million, including the issuance of 10 million ordinary shares at $10 per share, plus an earn-out of 4 million shares if the revenue for fiscal 2021 was $25 million.

Between August 20, 2020 and August 21, 2020, the parties negotiated the letter of intent, including revising the proposed consideration as follows:

•        The LOI was revised to provide that if at least $15 million of cash after transaction expenses was available to the combined company, Nuvve stockholders would have the right to exchange up to $10 million worth of its consideration shares for $10 million of cash (with each share being valued at $10.00).

•        The earn out revenue target for the year ending December 31, 2021 was increased from $25 million to $30 million.

•        The lock-up on shares issued to former Nuvve stockholders was revised from 50% of the shares being locked up for six months and 50% being locked up for 12 montsh to 100% being locked up for twelve months, provided that if after six months the combined company’s stock trades above $12.50 for 20 out of 30 days, the lock-up will terminate for 50% of the shares.

On August 21, 2020, NBAC signed a Letter of Intent with Nuvve encompassing the terms described above.

On September 1, 2020, NBAC organized a working group call, which included representatives from NBAC, Nuvve, Craig-Hallum, Nuvve’s auditor Moss Adams, NBAC’s counsel from Loeb & Loeb LLP (“Loeb”), Nuvve’s counsel, and Craig-Hallum’s counsel Ellenoff Grossman Schole LLP. Immediately after, Nuvve started to prepare the data room for legal, financial, and operational due diligence.

Beginning in early-September 2020, NBAC, Loeb, Craig-Hallum and EGS began conducting diligence on Nuvve.

On September 8, 2020, the working group had an auditor diligence call with Moss Adams. On September 9, 2020 the working group had a conference call with the Nuvve team to go through its financial model. On the same day, the working group had a virtual technology demo with Nuvve to view Nuvve’s proprietary software in real-time.

There were many follow up conference calls on the financial model and other areas of due diligence that included a site visit by Craig-Hallum, virtual calls with Nuvve’s strategic partners, strategic investors, customers, and board members, and other due diligence calls, including:

•        On September 15, the working group had another diligence call to discuss Nuvve’s financial model.

•        On September 17, the working group had a diligence call with Nuvve’s European JV partner.

•        On September 19, the working group had a diligence call with one of Nuvve’s strategic partners, a bus manufacturer.

•        On September 25, the working group had a diligence call with one of Nuvve’s strategic investors.

•        On October 12, Craig-Hallum performed a site visit at Nuvve’s headquarters in San Diego, CA.

•        On October 20, the working group had a diligence call with a professional who Nuvve had proposed adding to its Board of Directors.

•        On October 21, the working group had a diligence call with another Nuvve strategic partner.

•        On November 3, the working group had a diligence call with another professional who Nuvve had proposed adding to its Board of Directors.

During the week of September 22, 2020, Nuvve and Craig-Hallum commenced initial virtual presentations to potential PIPE investors. These presentations and follow-up due diligence and other calls continued through November 11, 2020.

On September 30, 2020, Loeb circulated to Nuvve’s counsel an initial draft merger agreement, which included a request that certain Nuvve shareholders enter into shareholder support agreements. Negotiations of several terms ensued.

On October 16, 2020, Graubard Miller, Nuvve’s counsel, provided Loeb a revised draft of the merger agreement.

Between October 17, 2020 and November 11, 2020, representatives of Newborn, Loeb, Nuvve and Graubard Miller had multiple calls to discuss the merger agreement terms, including the treatment of Nuvve options, post-closing indemnification obligations, and Newborn’s request that certain Nuvve shareholders enter into shareholder support agreements. During the course of these calls, Loeb and Graubard Miller exchanged drafts of the merger agreement and other ancillary documents. During this period, merger consideration was revised such that approximately 8.9 million shares would be issued to the former stockholders of Nuvve, and apprixmately 1.2 million shares would underlie outstanding Nuvve options.

From November 1, 2020 to November 11, 2020, representatives of Nuvve and Newborn worked to finalize definitive transaction agreements and related schedules.

On November 3, 2020, Nuvve and Craig-Hallum had a virtual presentation with the investor that would provide the private placement bridge financing.

On November 10, 2020, NBAC signed an advisory agreement with Roth Capital in anticipation that Roth will render capital market services for the merger.

On November 11, 2020, the board of directors of NBAC held a meeting to discuss the merger with Nuvve and approved it and the PIPE transaction. Immediately after the board meeting, NBAC signed the merger agreement with Nuvve and the PIPE transaction documents with investors. On November 12, 2020, NBAC issued a Current Report on Form 8-K and press release to announce the merger.

Newborn’s Board of Director’s Reasons for Approving the Business Combination

Prior to reaching the decision to approve the Merger Agreement, Newborn’s board of directors reviewed the results of the business and financial due diligence conducted by our management and third-party legal advisors and discussed the risks of the transaction as well as the valuation considerations, including both information from Nuvve and other public resources. When considering the Acquisition Merger with Nuvve, Newborn’s board of directors reviewed the information available, including information provided by Nuvve, public data disclosed by Reuters, EDF, and energy storage associations of countries including the U.S., Germany and China. The following were highlighted for board review:

•        V2G technology — Nuvve’s proprietary vehicle-to-grid (V2G) technology enables the linking of multiple electric vehicle (EV) batteries through EV charging stations into a virtual power plant (VPP) providing bi-directional services to the electrical grid in a qualified and secure manner. Nuvve has 15 core patents filed or pending.

•        Competitive advantages — Nuvve’s technological advantages include bi-directional stabilization of renewables, access to energy markets, energy demand and supply matching, asset virtualization and smart battery management. Nuvve is the world’s only platform enabling profitable deployment of EV fleets globally.

•        Nuvve business model — Nuvve generates revenue from bidding on energy markets and creates energy savings for its customers. Nuvve’s technology and ecosystem lowers the cost of electric vehicle ownership, while supporting the integration of renewable energy for a scalable and sustainable green society. It reduces the cost of EV ownership and encourages EV adoption.

•        Global market demand — The current global electric market was over $3.2 billion, grid service market was $290 billion, and V2G market is $296 billion. There is an opportunity of $3,300 per EV on annual basis.

•        Nuvve’s customer base — Nuvve’s customers include EDF, Toyota, Honda, Envoy, key school bus OEM, INVENT, and include customers in Denmark, Sweden, Norway, United Kingdom and Japan.

The board also considered a variety of uncertainties and risks and other potentially negative factors concerning this merger, including but not limited to the following:

•        Closing conditions — To successfully close the merger, conditions that are not under the control of NBAC must be satisfied.

•        Benefits not realized — There are potential risks that the benefits of this merger may not be realized within the timeframe expected.

•        Shareholder vote — There is a risk that current NBAC shareholders may not vote to effect this merger.

•        Liquidation of NBAC — If the transaction does not close by the middle of May 2021, it could result in NBAC being liquidated.

•        Other risk factors — Other risks that are associated with this merger and the business of Nuvve itself as described in the “Risk Factors” section above.

In addition to considering the factors described above, the board of NBAC also considered that some shareholders of NBAC may have different interests in this merger from those of officers and directors. Our three independent directors reviewed and considered these interests during decision making process, and finally unanimously approved the Merger Agreement.

The board concluded that the potential benefits that it expected NBAC and its shareholders to achieve as a result of the merger with Nuvve outweighed the potentially risks associated with the merger. Accordingly, the board unanimously determined that the Merger Agreement and the merger were advisable, fair to, and in the best interests of NBAC and its shareholders.

Summary of Nuvve Financial Analysis

The following is a summary of the financial analyses prepared by NBAC management and reviewed by the board of NBAC in connection with the valuation of Nuvve. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by us nor does the order of the financial analysis described represent the relative importance or weight given to those financial analysis by the board of NBAC. We may have deemed various assumptions more or less probable than other assumptions, so the valuations implied by the analysis summarized below should not be taken to be our view of the actual value of Nuvve.

In order to fully understand the financial analysis, the data must be read together with the text of the summary, as the data alone does not constitute a complete description of the financial analysis performed by NBAC. Considering the data below without considering all financial analysis or factors or the full narrative description of such analysis or factors, including the methodologies and assumptions underlying such analysis or factors, could create a misleading or incomplete view of the processes underlying our financial analysis and our board recommendation.

In performing its analysis, NBAC made material assumptions with respect to the timing for delivery of charging stations from suppliers of Nuvve and the timing of signing in new contracts from customers. NBAC also made assumptions with respect to the competition landscape remaining the same for the next three years, and regulations on energy savings remaining the same (or at least that there would be no negative changes in those regulations). NBAC also made assumptions with respect to the growth of EV and EV fleets remaining the same or at least not declining. Finally, NBAC made assumptions about electricity price differences between peak and non-peak periods remaining substantially the same across the major regions of applications.

In connection with its analysis, Nuvve provided NBAC with its internally prepared projections, as described below. These projections were prepared by Nuvve solely for internal use, are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or security holders. You are cautioned not to rely on the forecasts in making a decision regarding the Business Combination, as the projections may be materially different than actual results.

Nuvve’s management used a number of key assumptions in determining its financial projections, including market forecasts of continued strong growth rates for sales of electric vehicles, including fleet vehicles, across North America, Asia and Europe as discussed in “Business of Nuvve,” and management’s assessment of the potential demand for Nuvve’s V2G charging solutions.

The projections for 2020 through 2022 assume Nuvve’s ability to achieve significant revenue growth from the sale and deployment of DC and AC charging stations to fleet customers, to successfully expand its recurring grid service revenues from such deployments, and to develop additional OEM partnerships/integrations which lead to further expansion of recurring grid service revenues. Management anticipates approximately 70% of Nuvve’s forecasted revenues for the year ending December 31, 2021 will be derived from the sale and installation of DC and AC charging stations to new, existing and related party fleet customers. Management is forecasting this percentage to decline and approach 60% of revenues for the year ending December 31, 2022. Management anticipates a larger percentage of future revenues to come from the performance of grid services over time, because Nuvve’s ability to generate revenue from grid services grows as its installed base of charging stations grows. By the end of 2021, management projects over 10% of revenues will be derived from grid services through its installed base of fleet customers, and by the end of 2022 over 30% of projected revenues will be derived from such grid services. Management anticipates that the remainder of the forecasted revenue for each year will come from grid services based on additional OEM partnerships/integrations and from grant funded projects.

Projected operating income (loss) is driven by assumptions regarding the expected cost of Nuvve’s V2G’s charging solutions, including manufacturing, freight, installation, service and warranty costs. Other key assumptions impacting profitability projections include headcount and other selling, general and administrative and research and development expenses. Management expects to increase spending on research and development, sales support, marketing, customer

service and general and administrative expenses in order to achieve its revenue projections. While selling, general and administrative and research and development expenses may increase in absolute dollars as Nuvve grows, such expenses are expected to represent a smaller percentage of revenue contributing to improvements in operating income (loss) in future years. In addition, Nuvve’s forecasts reflect anticipated costs derived by inputs and data provided by its well-established third-party manufacturing and installation partners. In developing the financial projections, Nuvve’s management did not include the effect of public company costs or the effect of stock compensation charges. Furthermore, the expected costs do not reflect operational and financial changes incorporated into Nuvve’s plans after the development of the projections.

Although the assumptions and estimates on which the forecasts for revenue and costs are based are believed by Nuvve’s management to be reasonable and based on the best then-currently available information, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Nuvve’s control. While all forecasts are necessarily speculative, Nuvve believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts. The inclusion of the forecasted financial information in this proxy statement/prospectus should not be regarded as an indication that Nuvve, Newborn, PubCo or their respective representatives considered or consider the forecasts to be a reliable prediction of future events, and reliance should not be placed on the forecasts.

The forecasts were requested by, and disclosed to, Newborn for use as a component in its overall evaluation of Nuvve, and are included in this proxy statement/prospectus on that account. Nuvve has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to Newborn. Neither Nuvve’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Nuvve compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Nuvve will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

Nuvve does not as a matter of course make public projections as to future sales, earnings or other results. However, Nuvve’s management has prepared the prospective financial information set forth below to present the key elements of the forecasts provided to Newborn. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Nuvve’s management, was prepared on a reasonable basis, reflected the best currently available estimates and judgments at the time the information was delivered to Newborn, and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Nuvve at the time the information were delivered to Newborn. However, this information does not reflect statements of fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither Nuvve’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

This information should be read in conjunction with “Nuvve’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the audited financial statements of Nuvve included elsewhere in this proxy statement/prospectus.

The key elements of the forecasts provided to Newborn are summarized in the table below:

Nuvve Corporation and Subsidiaries
($000)

Required Vote

Approval of the Acquisition Merger Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Adoption of the Acquisition Merger Proposal is conditioned upon the adoption of the Reincorporation Merger Proposal. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Newborn will not consummate the Business Combination.

Recommendation of Newborn’s Board of Directors

After careful consideration, Newborn’s board of directors has determined that the Acquisition Merger forming part of the Business Combination with Nuvve is fair to and in the best interests of Newborn and its shareholders and also concluded that Nuvve’s fair market value satisfied the 80% test. On the basis of the foregoing, Newborn’s board of directors has approved and declared advisable the Business Combination with Nuvve and recommends that you vote or give instructions to vote “FOR” the Acquisition Merger Proposal. Newborn’s directors have interests that may be different from, or in addition to your interests as a shareholder. See “Proposal No. 3 The Acquisition Merger Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

PROPOSAL NO. 4
THE NASDAQ PROPOSAL

Overview

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b), and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Pursuant to the Merger Agreement, based on Newborn’s current capitalization, we anticipate that we will issue to the Nuvve’s stockholders as consideration in the Acquisition Merger, 9,068,419 shares of PubCo Common Stock. Because the number of shares of PubCo Common Stock we anticipate issuing as consideration in the Acquisition Merger (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of Newborn, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

In connection with the Business Combination, there will be a PIPE Investment of $14,250,000. As such, concurrent with the execution of the Merger Agreement, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 1,425,000 of Newborn’s ordinary shares, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000. The investors also will receive warrants to purchase Newborn ordinary shares to purchase 1,353,750 NBAC Ordinary Shares. The warrants will be exercisable at $11.50 per share and have the same terms as Newborn’s public warrants. Because the shares of our common stock issued in connection with the PIPE Investment (1) was at a price that is less than the lower of (i) the closing price immediately preceding the signing of the Merger Agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the Merger Agreement, and (2) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rule 5635(d).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, Newborn would issue shares representing more than 20% of the outstanding shares of our common stock in connection with the Business Combination and the PIPE Investment. The issuance of such shares would result in significant dilution to the Newborn’s shareholders and would afford such shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of Newborn. If the Nasdaq Proposal is adopted, it is anticipated that, immediately after consummation of the PIPE Investment and the Business Combination, Newborn’s shareholders, including the initial shareholders, and rightsholders will own approximately 43.0% of the issued PubCo Common Stock, Nuvve’s stockholders will own approximately 48.3% of the issued PubCo Common Stock, and the investors in the PIPE Investment will own approximately 7.6% of the issued PubCo Common Stock. These relative percentages assume that (i) none of Newborn’s existing public shareholders exercise their redemption rights as discussed herein, (ii) no PubCo Warrants or PubCo UPOs are exercised, and (iii) no existing Nuvve Options are exercised and no additional Nuvve Options are granted prior to the closing. These percentages also do not take into account any equity awards that may be issued under the Incentive Plan following the Business Combination.

If the Nasdaq Proposal is not approved and we consummate the Business Combination on its current terms, PubCo would be in violation of Nasdaq Listing Rule 5635(a) and (b) and potentially Nasdaq Listing Rule 5635(d), which could result in the delisting of our securities from the Nasdaq Capital Market. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

It is a condition to the obligations of Newborn and Nuvve to close the Business Combination that our common stock remain listed on the Nasdaq Capital Market. As a result, if the Nasdaq Proposal is not adopted, the Business Combination may not be completed.

Full Text of the Resolution to be Approved

“RESOLVED, as an ordinary resolution, that (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding ordinary shares of the Company and the resulting change in control in connection with the Acquisition Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of ordinary shares of the Company in connection with the PIPE Investment be confirmed, adopted, approved and ratified in all respects.”

Required Vote

Approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. The Business Combination Proposal is conditioned on the Nasdaq Proposal, and the Nasdaq Proposal is dependent upon the approval and completion of the Business Combination. If the Business Combination is not approved or completed, this proposal will have no effect even if approved by our shareholders.

Recommendation of Newborn’s Board of Directors

The Newborn’s board of directors recommends a vote “FOR” adoption of the Nasdaq Proposal.

PROPOSAL NO. 5
THE DIRECTOR ELECTION PROPOSAL

Overview

Under Section 8.9 of the Merger Agreement, effective as of the closing of the Business Combination, the board of directors of PubCo will consist of seven directors, five of whom will be designated by Nuvve and two of whom will be designated by Newborn. Our Board has nominated Gregory Poilasne, Ted Smith, Richard A. Ashby, Angela Strand, Kenji Yodose, H. David Sherman and Jon M. Montgomery to serve on PubCo’s board of directors effective as of the closing of the Business Combination.

At the Extraordinary General Meeting, the Newborn’s shareholders are being asked to appoint Richard A. Ashby and Jon M. Montgomery as Class A directors serving until PubCo’s 2022 annual meeting of stockholders; Angela Strand and H. David Sherman as Class B directors serving until PubCo’s 2023 annual meeting of stockholders; and Gregory Poilasne, who is currently Nuvve’s Chief Executive Officer, Ted Smith, who is currently Nuvve’s Chief Operating Officer, and Kenji Yodose, who is currently a member of Nuvve’s board of directors, as Class C directors serving until PubCo’s 2024 annual meeting of stockholders; and in each case, until their successors are duly elected and qualified, or until their earlier resignation, removal or death. See “PubCo’s Directors and Officers After the Business Combination” of this proxy statement/prospectus for more information.

If the Business Combination is consummated, each of our existing directors will resign from our Board upon the closing of the Business Combination. H. David Sherman will resign as a director upon the closing and be reelected as a director for the purpose of this proxy statement/prospectus.

Full Text of the Resolution to be Approved

“RESOLVED, as an ordinary resolution, that Richard A. Ashby and Jon M. Montgomery be appointed as Class A directors serving until PubCo’s 2022 annual meeting of stockholders; Angela Strand and H. David Sherman be appointed as Class B directors serving until PubCo’s 2023 annual meeting of stockholders; and Gregory Poilasne, Ted Smith and Kenji Yodose be appointed as Class C directors serving until PubCo’s 2024 annual meeting of stockholders; and in each case, effective as of the closing of the Business Combination in accordance with the Merger Agreement.”

Required Vote

The appointment of each director nominee requires an ordinary resolution under Cayman Islands law, being the affirmative vote (in person or by proxy) of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. The Director Election Proposal is dependent upon the approval and completion of the Business Combination. If the Business Combination is not approved or completed, this proposal will have no effect even if approved by our shareholders.

Recommendation of Newborn’s Board of Directors

The Newborn’s board of directors recommends a vote “FOR” the appointment of each of the director nominees in the Director Election Proposal.

PROPOSAL NO. 6
THE INCENTIVE PLAN PROPOSAL

The Incentive Plan was adopted by PubCo’s board on February 10, 2021. The purpose of the Incentive Plan is to further align the interests of eligible participants with those of PubCo’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the PubCo Common Stock. PubCo’s management believes that, to be successful, its employees need to think like owners. Consistent with this philosophy, its equity program will be broad-based to provide it with a competitive advantage in its efforts to hire and retain top talent. In order to make grants of equity in accordance with the compensation philosophy adopted PubCo’s board’s compensation committee, the board has approved and is asking you to approve the Incentive Plan.

Key Plan Attributes

The Incentive Plan contains several features designed to protect shareholder interests and to reflect PubCo’s compensation principles and practices, including:

•        setting a fixed number of shares authorized for issuance, and requiring stockholder approval for any increases;

•        not granting discounted stock options or stock appreciation rights (“SARs”);

•        limiting the size of individual grants;

•        prohibiting award repricing without shareholder approval;

•        allowing certain discretion to determine the treatment of awards upon a Change of Control (as defined in the Incentive Plan); and

•        permitting clawback of benefits for certain bad acts during and after the grantee’s service.

Material Terms of the Incentive Plan

The following summary of the material terms of the Incentive Plan is qualified in its entirety by the full text of the Incentive Plan, which is attached as Annex C to this proxy statement/prospectus.

Eligible Persons

Persons eligible to receive awards under the Incentive Plan include PubCo’s employees, officers, directors and consultants of PubCo or any of its subsidiaries who are qualified to receive awards under the regulations governing Form S-8 registration statements under the Securities Act. The compensation committee of PubCo’s board of directors determines from time to time the participants to whom awards will be granted.

Administration

PubCo’s board of directors or a committee appointed by PubCo’s board will administer the Incentive Plan. For this purpose, PubCo’s board has delegated general administrative authority for the Incentive Plan to the compensation committee. Along with other authority granted to the compensation committee under the Incentive Plan, the compensation committee may (i) determine the recipients of awards, (ii) prescribe the restrictions, terms and conditions of all awards, including the number of shares subject to the award and the share exercise price, (iii) interpret the Incentive Plan and terms of the awards, (iv) make all determinations with respect to a participant’s service and the termination of such service for purposes of any award, (v) correct any defects or omissions or reconcile any ambiguities or inconsistencies in the Incentive Plan or any award thereunder, (vi) decide all disputes arising in connection with the Incentive Plan and to otherwise supervise the administration of the Incentive Plan, (vii) subject to the terms of the Incentive Plan, amend the terms of an award in any manner that is not inconsistent with the Incentive Plan, (viii) accelerate the vesting or, to the extent applicable, exercisability of any award at any, and make decisions with respect to outstanding awards upon a change of control, asset sale or an event that triggers anti-dilution adjustments under the terms of an outstanding award, (ix) adopt such procedures, modifications or subplans as are necessary or appropriate to permit participation in the Incentive Plan by eligible persons who are foreign nationals or employed outside of the United States, and (x) generally, to exercise such powers and to perform such acts as the committee deems necessary or expedient to promote the best interests of PubCo that are not in conflict with the provisions of the Incentive Plan or awards. The committee also will have the authority to adopt, alter and repeal rules, guidelines and practices governing the Incentive Plan as it deems advisable, to interpret the terms and provisions of the Incentive Plan and awards and to otherwise supervise the administration of the Incentive Plan.

Incentive Awards

The Incentive Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, as well as other awards (described in the Incentive Plan) that are responsive to changing developments in management compensation. The Incentive Plan retains the flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Awards will vest in accordance with the schedule set forth in the applicable award agreement.

Stock Options.    A stock option is the right to purchase shares of PubCo Common Stock at a future date at a specified price per share generally equal to, but no less than, the fair market value of a share of PubCo Common Stock on the date of grant. An option may either be an Incentive Stock Option (“ISO”) or a nonstatutory stock option (“NSO”). ISO benefits are taxed differently from NSOs, as described under “Material U.S. Federal Income Tax Consequences,” below. ISOs also are subject to more restrictive terms and are limited in amount by the Code and the Incentive Plan. For instance, an ISO granted to a person who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company may expire no later than five years from the date of grant and may have an exercise price of no less than 110% of the fair market value of a share of PubCo Common Stock on the date of grant. No ISO may be granted to a person who is not an employee of PubCo or one of its subsidiaries (including any non-employee directors) at the time of grant. Full payment for shares of PubCo Common Stock purchased on the exercise of any option must be made at the time of such exercise in a manner approved by the compensation committee. An option will expire no later than ten years from the date of grant.

SARs.    An SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of PubCo Common Stock on the date of exercise of the SAR over the base price of the SAR. The base price will be the exercise price of any stock option granted in tandem with the SAR or the fair market value of a share of PubCo Common Stock on the date of grant of the SAR. SARs may be granted in connection with other awards or independently.

Restricted Stock.    A restricted stock award is a grant of a fixed number of shares of PubCo Common Stock, typically subject to restrictions. The compensation committee specifies the number of shares, the price, if any, the participant must pay for such shares and the restrictions (which may include, for example, continued service and/or performance standards) imposed on such shares. A stock bonus may be granted to any eligible person to reward exceptional or special services, contributions or achievements in the manner and on such terms and conditions (including without any restrictions on such shares) as determined from time to time by the compensation committee. The number of shares so awarded shall be determined by the compensation committee and may be granted independently or in lieu of a cash bonus.

Restricted Stock Units.    A restricted stock unit is similar to an SAR except that it entitles the recipient to receive a number of shares of PubCo Common Stock, or an amount in cash or other consideration determined to be of equal value, in the future.

Authorized Shares; Limits on Awards; Lapsed Awards

The maximum number of shares of PubCo Common Stock that may be issued pursuant to awards under the Incentive Plan is 3,300,000 shares, subject to certain adjustments under the Incentive Plan. If any shares granted pursuant to a stock option cease to be subject to a stock option, or if any shares subject to an SAR, restricted stock, restricted stock unit or other award are forfeited, an such award terminates without a payment being made in PubCo Common Stock, such shares will again be available for future awards under the Incentive Plan. Any shares withheld in payment in connection with an award, or withheld for tax obligations, will not be available for future awards under the Incentive Plan.

In addition, no more than 1,900,000 shares of PubCo Common Stock may be issued pursuant to the exercise of ISOs. No person may be granted awards exercisable for in excess of 750,000 shares of Common Stock during any calendar year. Non-employee directors may not be granted awards during any calendar year in excess of the lesser of 400,000 shares of Common Stock or $100,000 (calculating the value of any awards based on the grant date fair value).

Adjustments or Changes in Capitalization

In the event of stock dividend, stock split, reverse stock split, combination, exchange of shares or other extraordinary or unusual event which results in a change in the shares of PubCo Common Stock as a whole, the compensation committee will determine, in its sole discretion, whether such change equitably requires an adjustment in the aggregate number of shares of PubCo Common Stock available under the Incentive Plan or in the terms of or the number of shares of PubCo Common Stock subject to outstanding awards.

Each participant under the Incentive Plan will be responsible for payment of any taxes or similar charges required by law to be paid or withheld with respect to any award. Any required withholdings must be paid by participants on or prior to the payment or other event that results in taxable income with respect to an award. The award agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of award, which may include permitting participants to elect to satisfy the withholding obligation by tendering shares of PubCo Common Stock to the company or having the company withhold a number of shares of PubCo Common Stock having a value equal to the minimum statutory tax or similar charge required to be paid or withheld.

If an award is treated as “nonqualified deferred compensation” and the award does not comply with or is not exempt from Section 409A of the Code, Section 409A may impose additional taxes, interest and penalties on recipients of awards under the Incentive Plan. All grants made under the Incentive Plan are designed and intended to either be exempt from or comply with Section 409A of the Code to avoid such additional taxes, interest and penalties. However, in the event that the compensation committee determines that the awards are subject to Section 409A, the compensation committee shall have the authority to take such actions and to make such changes to the Incentive Plan or an award agreement as the compensation committee deems necessary to comply with such requirements; provided, that no such action shall materially and adversely affect any outstanding award without the consent of the affected participant. Neither the compensation committee nor the company is obligated to ensure that awards comply with Code Section 409A or to take any actions to ensure such compliance.

New Plan Benefits

The specific individuals who will be granted awards under the Incentive Plan and the type and amount of such awards will be determined by the compensation committee. The number, value and type of award to be granted to such individuals under the Incentive Plan in the future is undeterminable. Upon approval of PubCo’s compensation committee, in connection with the closing of the Business Combination, it is expected that Gregory Poilasne, who will be PubCo’s Chairman and Chief Executive Officer, Ted Smith, who will be PubCo’s President and Chief Operating Officer, and David Robson, who will be PubCo’s Chief Financial Officer, will receive grants of options to purchase 600,000, 350,000 and 300,000 shares of PubCo’s common stock, respectively, and grants of restricted stock with a value of $600,000, $350,000 and $250,000, respectively.

Interest of Directors and Executive Officers in the Incentive Plan

PubCo’s officers and directors after the Business Combination, some of whom are directors and officers of Newborn or Nuvve, will be eligible to receive awards under the Incentive Plan if it is approved by a majority of Newborn’s shareholders at the Extraordinary General Meeting. In addition, the Incentive Plan provides that neither the company nor any member of a committee administering the Incentive Plan will be liable for any action or determination made in good faith with respect to the Incentive Plan or any award thereunder. Accordingly, PubCo’s officers and directors after the Business Combination have a substantial interest in the approval of the Incentive Plan Proposal.

Full Text of the Resolution to be Approved

“RESOLVED, as an ordinary resolution, the 2020 Equity Incentive Plan attached to this proxy statement/prospectus as Annex C be confirmed, adopted, approved and ratified in all respects.”

Required Vote

Approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. The Business Combination Proposal is conditioned upon the Incentive Plan Proposal, and the Incentive Plan Proposal is dependent upon the approval and completion of the Business Combination. If the Business Combination is not approved or completed, this proposal will have no effect even if approved by Newborn’s shareholders.

Recommendation of Newborn’s Board of Directors

The Newborn’s board of directors recommends a vote “FOR” adoption of the Incentive Plan Proposal.

PROPOSAL NO. 7
THE ADJOURNMENT PROPOSAL

Purpose of the Adjournment Proposal

If it is determined by the officer presiding over the Extraordinary General Meeting that more time is necessary for Newborn to consummate the Business Combination and the other transactions contemplated by the Merger Agreement, the presiding officer may adjourn the Extraordinary General Meeting to a later date, or dates. In no event will Newborn seek adjournment which would result in soliciting of proxies, having a shareholder vote, or otherwise consummating a business combination after February 19, 2021 (or May 19, 2021 if Newborn’s time to complete a business combination is extended by approval of Newborn’s shareholders at the extraordinary general meeting scheduled for February 18, 2021, or August 19, 2021 if Newborn’s time to complete a business combination is otherwise extended as provided in its amended and restated memorandum and articles of association). The purpose of the adjournment proposal is to provide more time to consummate the Business Combination. The presiding officer may present the adjournment proposal if Newborn is unable to consummate the Business Combination for any reason.

In addition to an adjournment of the Extraordinary General Meeting upon approval of an adjournment proposal, Newborn’s board of directors is empowered to postpone the meeting at any time prior to the meeting being called to order. In such event, Newborn will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

If an adjournment proposal is presented to the Extraordinary General Meeting and is not approved by Newborn’s shareholders, Newborn may not be able to adjourn the Extraordinary General Meeting to a later date if Newborn is unable to consummate the Business Combination (because either the Reincorporation Merger, the Acquisition Merger or any other matter presented at the Extraordinary General Meeting is not approved or the conditions to consummating the Business Combination have not been met). In such event, the Business Combination would not be completed.

Full Text of the Resolution to be Approved

“RESOLVED, as an ordinary resolution, that in the event the chairman of the Extraordinary General Meeting determines that more time is necessary for Newborn to consummate the Business Combination and the other transactions contemplated by the Merger Agreement, the adjournment of the Extraordinary General Meeting to a date and time to be confirmed by the chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all respects.”

Required Vote

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued and outstanding NBAC Ordinary Shares present and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment thereof. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Recommendation of Newborn’s Board of Directors

The Newborn’s board of directors recommends a vote “FOR” adoption of the Adjournment Proposal.

U.S. Holders

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Newborn Securities

If the Reincorporation Merger Qualifies as a Reorganization

General U.S. Federal Income Tax Consequences

The U.S. federal income tax consequences of the Reincorporation Merger to U.S. Holders will depend primarily on whether the Reincorporation Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Under Section 368(a)(1)(F) of the Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). It is intended that the Reincorporation Merger qualify as an F Reorganization. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a merger of a corporation holding only investment-type assets such as Newborn, the qualification of the Reincorporation Merger as an F Reorganization is not entirely clear. U.S. Holders should be aware that PubCo has not requested and does not intend to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Reincorporation Merger. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

If the Reincorporation Merger qualifies as an F Reorganization and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” and the discussion below regarding the effect of Section 367 of the Code, a U.S. Holder that exchanges its Newborn securities pursuant to the Reincorporation Merger should not recognize gain or loss on the exchange of Newborn securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo Common Stock received as a result of the Reincorporation Merger should equal the aggregate adjusted tax basis of the NBAC Ordinary Shares and the NBAC Rights surrendered in the exchange, and the aggregate adjusted tax basis in the PubCo Warrants received as a result of such exchange should equal the aggregate adjusted tax basis of the NBAC Warrants surrendered in the exchange, in each case increased by any amount included in income of such U.S. Holder under Section 367(b) of the Code (as discussed below). A U.S. Holder’s holding period for the PubCo securities received in the exchange should include the holding period for the Newborn securities surrendered in the exchange.

Effect of Section 367 of the Code to U.S. Holders of NBAC Ordinary Shares

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. When it applies, Section 367 imposes U.S. federal income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) generally will apply to U.S. Holders that exchange NBAC Ordinary Shares (but not rights) for PubCo Common Stock as part of the Reincorporation Merger.

A. U.S. Holders Who Own 10 Percent or More of the Voting Power or Value of Newborn

A U.S. Holder that on the day of the Reincorporation Merger beneficially owns (directly, indirectly or constructively) (i) ten percent (10%) or more of the total combined voting power of all classes of Newborn stock entitled to vote or (ii) ten percent (10%) or more of the total value of shares of all classes of Newborn stock (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the NBAC Ordinary Shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of Newborn securities entitled to vote or 10% or more of the total value of shares of all classes of Newborn securities for U.S. federal income tax purposes, and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A U.S. Shareholder’s all earnings and profits amount with respect to its NBAC Ordinary Shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the NBAC Ordinary Shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such NBAC Ordinary Shares.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a U.S. Shareholder will be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its NBAC Ordinary Shares as a result of the Reincorporation Merger. Any such U.S. Shareholder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. See “— Passive Foreign Investment Company Status” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

B. U.S. Holders Who Own Less Than 10 Percent of the Voting Power and Value of Newborn

A U.S. Holder that on the day of the Reincorporation Merger beneficially owns (directly, indirectly or constructively) NBAC Ordinary Shares with a fair market value of $50,000 or more but less than (i) ten percent (10%) of the total combined voting power of all classes of Newborn stock entitled to vote and (ii) ten percent (10%) of the total value of shares of all classes of Newborn stock must either recognize gain with respect to the Reincorporation Merger or, in the alternative, elect to recognize the “all earnings and profits” amount, in each case as described below.

Unless a U.S. Holder makes the “all earnings and profits election” as described below, such holder generally must recognize gain (but not loss) with respect to PubCo securities received in exchange for its NBAC Ordinary Shares pursuant to the Reincorporation Merger. Any such gain would be equal to the excess of the fair market value of such PubCo securities received over the U.S. Holder’s adjusted tax basis in the NBAC Ordinary Shares surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain, and should be long-term capital gain if the U.S. Holder held the NBAC Ordinary Shares for longer than one year.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its NBAC Ordinary Shares under Section 367(b). There are, however, strict conditions for making this election, as enumerated in the Treasury regulations.

U.S. Holders are strongly urged to consult with their own tax advisors regarding whether to make this election and if the election is determined to be advisable, the appropriate filing requirements with respect to this election. See “— Passive Foreign Investment Company Status” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

A U.S. Holder (who is not a U.S. Shareholder) that beneficially owns (directly, indirectly or constructively) NBAC Ordinary Shares with a fair market value of less than $50,000 would not be required to recognize any gain or loss or include any part of the all earnings and profits amount in income under Section 367(b) of the Code in connection with the Reincorporation Merger.

If the Reincorporation Merger Does Not Qualify as a Reorganization

If the Reincorporation Merger fails to qualify as an F Reorganization, and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” a U.S. Holder that exchanges its Newborn securities for PubCo securities in the Reincorporation Merger will recognize gain or loss equal to the difference between (i) fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the Newborn securities exchanged therefor. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of the PubCo securities on the date of the Reincorporation Merger. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Reincorporation Merger will begin on the day after the date of the Reincorporation Merger.

Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Newborn securities exceeds one year at the time of the Reincorporation Merger. Long-term capital gains recognized by non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

The Acquisition Merger should not result in tax consequences to U.S. Holders of Newborn securities.

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Newborn securities for PubCo securities pursuant to the Business Combination, the qualification of the Reincorporation Merger as an F Reorganization, and the application of Section 367(b) to the Reincorporation Merger.

Passive Foreign Investment Company Status

Even if the Reincorporation Merger qualifies as an F Reorganization, the Reincorporation Merger may be a taxable event to U.S. Holders of Newborn securities under the passive foreign investment company, or “PFIC,” provisions of the Code, to the extent that Section 1291(f) of the Code applies. Because Newborn is a blank check company with no current active operating business, based upon the composition of its income and assets, and upon a review of its financial statements, Newborn believes that it likely was a PFIC for its most recent taxable year ended on December 31, 2019, and will likely be considered a PFIC for its current taxable year which ends as a result of the Reincorporation Merger.

A. Definition and General Taxation of a PFIC

A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income consists of passive income, such as dividends, interest, rents and royalties (except for rents and royalties earned in the active conduct of a trade or business), and gains on the disposition of property that produces such income, or (b) if at least 50% of the fair market value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production of, passive income (including for these purposes its pro rata share of the gross income and assets of any corporation (and, if certain proposed Treasury regulations are applied, partnerships) in which it is considered to own at least 25% of the interest, by value). The determination of whether a foreign corporation is a PFIC is made annually.

If Newborn is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Newborn securities and, in the case of NBAC Ordinary Shares, the U.S. Holder did not make either (a) a timely qualified election fund, or “QEF,” election under Section 1295 of the Code for Newborn’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) NBAC Ordinary Shares or (b) a QEF election along with a “purging election,” both of which are discussed further below, such holder generally will be subject to special rules with respect to:

•        any gain recognized by the U.S. Holder on the sale or other disposition of its Newborn ordinary shares or Newborn rights; and

•        any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the NBAC Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Newborn ordinary shares).

Under these rules,

•        the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Newborn securities;

•        the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Newborn’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income;

•        the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•        the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if Newborn is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above with respect to its NBAC Ordinary Shares by making a timely QEF election (or a QEF election along with a purging election), as described below. Pursuant to the QEF election, a U.S. Holder will be required to include in

income its pro rata share of Newborn’s net capital gain (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, whether or not distributed, in the taxable year of the U.S. Holder in which or with which Newborn’s taxable year ends.

B. Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of Newborn securities will depend on whether the U.S. Holder has made a timely and effective election to treat Newborn as a QEF, for Newborn’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) NBAC Ordinary Shares, or if the U.S. Holder made an effective QEF election along with a “purging election,” as discussed below. A U.S. Holder’s ability to make an effective QEF election with respect to Newborn is contingent upon, among other things, the provision by Newborn of certain information that would enable the U.S. Holder to make and maintain a QEF election. If Newborn determines it is a PFIC for any taxable year, it will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that Newborn will have timely knowledge of its status as a PFIC in the future or of the required information to be provided. A U.S. Holder of a PFIC that made a timely and effective QEF election for Newborn’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) NBAC Ordinary Shares, or that made a QEF election along with a purging election, as discussed below, is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that did not make a timely and effective QEF election for Newborn’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) NBAC Ordinary Shares, or that did not make a QEF election along with a purging election, is hereinafter referred to as a “Non-Electing Shareholder.”

As indicated above, if a U.S. Holder of NBAC Ordinary Shares has not made a timely and effective QEF election with respect to Newborn’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Newborn ordinary shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its NBAC Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of Newborn’s tax year in which Newborn qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held NBAC Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its NBAC Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the NBAC Ordinary Shares for purposes of the PFIC rules.

A U.S. Holder may not make a QEF election with respect to its NBAC Rights or NBAC Warrants. As a result, if a U.S. Holder of NBAC Rights or NBAC Warrants sells or otherwise disposes of such rights (including for this purpose exchanging the NBAC Rights for PubCo Common Stock in the Reincorporation Merger), any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Newborn were a PFIC at any time during the period the U.S. Holder held the NBAC Rights or NBAC Warrants.

U.S. Holders that hold (or are deemed to hold) stock of a foreign corporation that qualifies as a PFIC may elect to annually mark such stock to its market value if such stock is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or certain foreign exchanges or markets of which the IRS has approved (a “mark-to-market election”). The Nasdaq Stock Market currently is considered to be an exchange that would allow a U.S. Holder to make a mark-to-market election. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to their NBAC Ordinary Shares under their particular circumstances.

C. Effect of PFIC Rules on the Reincorporation Merger

Even if the Reincorporation Merger qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC (including rights to acquire stock of a PFIC) must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are in effect under Section 1291(f). Proposed Treasury regulations under Section 1291(f), or the “Proposed Regulations,” were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, the Proposed Regulations would require taxable gain recognition by a Non-Electing Shareholder with respect

to its exchange of Newborn securities for PubCo securities in the Reincorporation Merger if Newborn were classified as a PFIC at any time during such U.S. Holder’s holding period in Newborn securities. Any such gain would be treated as an “excess distribution” made in the year of the Reincorporation Merger and subject to the special tax and interest charge rules discussed above under “— Definition and General Taxation of a PFIC.” In addition, the Proposed Regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the Proposed Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) over the gain realized under Section 1291 is taxable as provided under Section 367(b). See “— U.S. Federal Income Tax Consequences — Effect of Section 367 of the Code.” The Proposed Regulations should not apply to an Electing Shareholder with respect to its NBAC Ordinary Shares for which a timely QEF election, a QEF election along with a purging election, or mark-to-market election is made. An Electing Shareholder may, however, be subject to the rules discussed below under the section entitled “— U.S. Federal Income Tax Consequences — Effect of Section 367 of the Code.” In addition, as discussed above, since a QEF election cannot be made with respect to NBAC Rights and NBAC Warrants, the Proposed Regulations should apply to cause gain recognition under the PFIC rules on the exchange of NBAC Rights for PubCo Common Stock and NBAC Warrants for PubCo Warrants pursuant to the Reincorporation Merger. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

The rules dealing with PFICs and with the QEF election and purging election (or a mark-to-market election) are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Newborn securities should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of Nuvve Securities

If the Acquisition Merger Qualifies as a Reorganization

The U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders will depend primarily on whether the Acquisition Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code. The Acquisition Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the tax consequences should be as set forth in this section. In the Merger Agreement, each of Newborn, Merger Sub and Nuvve agreed not to take any action or fail to take any action which would reasonably be expected to prevent or impede the Acquisition Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. Newborn and Nuvve have also agreed to report the Acquisition Merger on all tax returns in a manner consistent with such tax treatment, unless otherwise required by law. However, the Acquisition Merger is not conditioned on such qualification and will occur even if it does not so qualify as a reorganization under Section 368 of the Code.

Neither Newborn nor Nuvve intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Acquisition Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to the conclusions reflected in the opinion or any of those set forth below. Accordingly, each holder is urged to consult its tax advisor with respect to the particular tax consequences of the Acquisition Merger to such holder.

Assuming that the Acquisition Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders of Nuvve Common Stock are as follows:

•        a U.S. Holder of Nuvve Common Stock will not recognize any gain or loss realized on the exchange of shares of Nuvve Common Stock for shares of PubCo Common Stock;

•        the aggregate tax basis of the PubCo Common Stock received in the Acquisition Merger will be the same as the aggregate tax basis of the Nuvve Common Stock surrendered in exchange for the PubCo Common Stock; and

•        the holding period of PubCo Common Stock received in exchange for shares of Nuvve Common Stock will include the holding period of the Nuvve Common Stock surrendered in exchange for the PubCo Common Stock.

If a U.S. Holder exchanges more than one “block” of Nuvve Common Stock (that is, groups of Nuvve Common Stock that the U.S. Holder acquired at different times or at different prices), tax basis in, and the holding period of, the Nuvve Common Stock exchanged for PubCo Common Stock in accordance with the preceding rules will be determined separately with respect to each block of such Nuvve Common Stock.

As provided in U.S. Treasury Regulations Section 1.368-3(d), each U.S. Holder who receives shares of PubCo Common Stock in the Acquisition Merger is required to retain permanent records pertaining to the Acquisition Merger, and make such records available to any authorized IRS officers and employees. Additional information reporting requirements may apply to certain U.S. holders. U.S. holders are urged to consult their tax advisors as to the potential application of information reporting requirements.

Assuming that the Acquisition Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a Non-U.S. Holder of Nuvve Common Stock who exchanges Nuvve Common Stock for PubCo Common Stock is generally expected to be treated in the same manner as a U.S. Holder (except as provided below).

If the Acquisition Merger Does Not Qualify as a Reorganization

If any requirement for the Acquisition Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not satisfied, a U.S. holder of Nuvve Common Stock generally would recognize gain or loss for U.S. federal income tax purposes on each share of Nuvve Common Stock surrendered in the Acquisition Merger in an amount equal to the difference between (1) the fair market value of the Acquisition Merger consideration received in exchange for such surrendered share upon completion of the Acquisition Merger and (2) the holder’s basis in the share of Nuvve Common Stock surrendered. Gain or loss must be calculated separately for each block of Nuvve Common Stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. Holder’s holding period in a particular block of Nuvve Common Stock exceeds one year at the effective time. Long-term capital gain of non-corporate U.S. Holders (including individuals) generally is taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s tax basis in shares of PubCo Common Stock received in the Acquisition Merger would be equal to the fair market value thereof as of the effective time, and such U.S. Holder’s holding period in such shares would begin on the day following the Acquisition Merger.

Subject to the discussion of FATCA below, if the Acquisition Merger does not qualify as a “reorganization” under Section 368(a) of the Code, a Non-U.S. Holder is not generally expected to be subject to U.S. federal income tax on any gain recognized as a result of the Acquisition Merger unless: (i) any gain recognized in the Acquisition Merger is treated as effectively connected with a trade or business in the United States or (ii) such holder is an individual who is present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met.

Gain described in clause (i) will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items. Gain described in clause (ii) generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination.

Distributions on PubCo Common Stock

The gross amount of any distribution on PubCo Common Stock that is made out of PubCo’s current and accumulated profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will qualify for the dividends received deduction if the requisite holding period is satisfied. Dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.

Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation applicable to qualified dividends. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

To the extent that the amount of any distribution made by PubCo on the PubCo Common Stock exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction (but not below zero) in the adjusted basis of the U.S. Holder’s PubCo Common Stock, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.”

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

A U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Common Stock and PubCo Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such PubCo Common Stock or PubCo Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Common Stock or PubCo Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Common Stock or PubCo Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains recognized by non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Common Stock or PubCo Warrants will generally be treated as U.S. source gain or loss.

Exercise or Lapse of a PubCo Warrant

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a share of PubCo Common Stock on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a share of PubCo Common Stock received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a share of PubCo Common Stock received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrants and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo Common Stock received would equal the holder’s basis in the PubCo Warrant exercised therefor. If the cashless exercise were treated as not being a gain realization event, a U.S. Holder’s holding period in the PubCo Common Stock would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo Common Stock would include the holding period of the PubCo Warrant exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the PubCo Common Stock that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the PubCo Common Stock received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the PubCo Common Stock would commence on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of PubCo Warrants.

Certain U.S. Federal Income Tax Consequences to U.S. Holders of Newborn Securities of Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its NBAC Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the NBAC Ordinary Shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the U.S. Holder. Subject to the PFIC rules discussed above under the heading “— Passive Foreign Investment Company Status,” if the redemption qualifies as a sale or exchange of the NBAC Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the NBAC Ordinary Shares surrendered in such redemption transaction. Because Newborn likely is and has been a PFIC, however, any such gain on the redemption of NBAC Ordinary Shares is likely to be taxed in accordance with the PFIC rules of the Code discussed above under the heading “— Passive Foreign Investment Company Status.” The deductibility of capital losses is subject to limitations.

Subject to the PFIC rules discussed above under the heading “— Passive Foreign Investment Company Status,” if the redemption does not qualify as a sale or exchange of NBAC Ordinary Shares, the U.S. Holder will be treated as receiving a corporate distribution. Because Newborn likely is and has been a PFIC, some or all of such distribution may constitute an “excess distribution” to the U.S. Holder, which would be subject to tax in accordance with the PFIC rules of the Code discussed above under the heading “— Passive Foreign Investment Company Status.” To the extent that such corporate distribution does not constitute an “excess distribution,” such distribution generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Newborn’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles; distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the NBAC Ordinary Shares; and any remaining excess will be treated as gain realized on the sale or other disposition of the NBAC Ordinary Shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the NBAC Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of NBAC Ordinary Shares treated as held by the U.S. Holder (including any NBAC Ordinary Shares constructively owned by the U.S. Holder as a result of owning NBAC Warrants or NBAC Rights) relative to all of the NBAC Ordinary Shares outstanding both before and after the redemption. The redemption of NBAC Ordinary Shares generally will be treated as a sale or exchange of the NBAC Ordinary Shares (rather than as a corporate distribution) if the redemption (i) is

“substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Newborn or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only NBAC Ordinary Shares actually owned by the U.S. Holder, but also NBAC Ordinary Shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities, including those in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include NBAC Ordinary Shares which could be acquired pursuant to the exercise of the NBAC Warrants or NBAC Rights. In order to meet the substantially disproportionate test, (i) the percentage of Newborn’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the NBAC Ordinary Shares must be less than 80% of the percentage of Newborn’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding Newborn common stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of stock of Newborn entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the NBAC Ordinary Shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the NBAC Ordinary Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other NBAC Ordinary Shares. The redemption of the NBAC Ordinary Shares will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Newborn. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Newborn will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining NBAC Ordinary Shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its NBAC Warrants or possibly in other NBAC Ordinary Shares constructively owned by it. Shareholders who hold different blocks of NBAC Ordinary Shares (generally, shares of Newborn purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their NBAC Ordinary Shares pursuant to an exercise of redemption rights.

Non-U.S. Holders

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

Distributions on PubCo Common Stock

Distributions of cash or property (including a constructive distribution) to a Non-U.S. Holder in respect of PubCo Common Stock will generally constitute dividends for U.S. federal income tax purposes to the extent paid from PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds PubCo’s current and accumulated earnings and profits, the excess will generally be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in the PubCo Common Stock. Any remaining excess will be treated as capital gain and will be treated as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.”

Dividends paid to a Non-U.S. Holder of PubCo Common Stock generally will be subject to withholding of U.S. federal income tax at a 30% rate, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate as described below. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (generally by providing an IRS FormW-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of PubCo Common Stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable IRS FormW-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if the shares of PubCo Common Stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of PubCo Common Stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders are urged to consult their own tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

Subject to the discussion of backup withholding and FATCA below, any gain realized by a Non-U.S. Holder on the taxable disposition of PubCo securities generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

•        the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

•        PubCo is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and either (A) shares of PubCo Common Stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of PubCo Common Stock. There can be no assurance that shares of PubCo Common Stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the sale, exchange or other disposition of PubCo securities generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such PubCo securities from a Non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. PubCo will generally be classified as a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. PubCo does not expect to be classified as a “U.S. real property holding corporation” following the Business Combination. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether PubCo is or will be a U.S. real property holding corporation with respect to a Non-U.S. Holder following the Business Combination or at any future time.

Exercise or Lapse of a PubCo Warrant

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a PubCo Warrant, or the lapse of a PubCo Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under “— U.S. Holders — Exercise or Lapse of a PubCo Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities,” above for a Non-U.S. Holder’s gain on the sale or other disposition of PubCo securities.

Information Reporting and Backup Withholding

PubCo generally must report annually to the IRS and to each holder the amount of cash dividends and certain other distributions it pays to such holder on such holder’s PubCo securities and the amount of tax, if any, withheld with respect to those distributions. In the case of a Non-U.S. Holder, copies of the information returns reporting those distributions and withholding also may be made available to the tax authorities in the country in which the Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement. Information reporting is also generally required with respect to proceeds from the sales and other dispositions of PubCo securities to or through the U.S. office (and in certain cases, the foreign office) of a broker. In addition, certain information concerning a U.S. Holder’s adjusted tax basis in its PubCo securities and adjustments to that tax basis and whether any gain or loss with respect to such securities is long-term or short-term also may be required to be reported to the IRS.

Moreover, backup withholding of U.S. federal income tax at a rate of 24% generally will apply to cash distributions made on PubCo securities to, and the proceeds from sales and other dispositions of such securities by, a U.S. Holder (other than an exempt recipient) who:

•        fails to provide an accurate taxpayer identification number;

•        is notified by the IRS that backup withholding is required; or

•        in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting (other than with respect to distributions, as described above) and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including PubCo

securities) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which PubCo securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, PubCo securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of PubCo Common Stock. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including PubCo securities), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in PubCo securities.

BUSINESS OF NUVVE

Nuvve is a green energy technology company that provides, directly and through business ventures with its partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. Simply put, Nuvve bridges the gap between transportation and energy. Its proprietary V2G technology — Nuvve’s Grid Integrated Vehicle (GIVe) platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions. Nuvve believes its GIVe platform is the most advanced V2G platform on the market, as it is the only one qualified by multiple grid system operators around the world to provide grid services.

Nuvve’s mission is to lower the cost of EV ownership while supporting the integration of renewable energy sources including solar and wind. Nuvve plans to achieve this goal by providing its enterprise customers (fleet and building managers, municipalities, and public organizations such as school districts) and consumers, the technology they need to transform their EVs into grid-integrated energy storage resources when those vehicles are plugged in, while guaranteeing the expected level of charge at the time the driver needs it for transportation. Storage resources are critical to the effective utilization of renewable energy sources, many of which exhibit volatile energy generation based on environmental conditions, rather than based on demand.

Since its founding in 2010, Nuvve has been responsible for successful V2G projects on five continents and is deploying commercial services worldwide.

Overview of Nuvve’s Technology

Nuvve’s proprietary V2G technology enables it to link multiple EV batteries into a virtual power plant to provide bi-directional services to the electrical grid in a qualified and secure manner. Virtual power plants can generate revenue by selling excess power to utility companies or utilizing the saved power to reduce building energy peak consumption. Nuvve is capable of providing many levels of vehicle-grid integration and V2G services such as time of use optimization (“TOU”), demand response, demand charge management and wholesale energy market participation, thereby providing revenues from grid services as well as utility bill savings behind the meter.

Nuvve’s longest running commercial operation is in Denmark, where it has provided V2G services for more than four years with daily bidding on energy markets. Specifically, this operation aggregates a coalition of EV batteries to provide a primary frequency containment reserve (“FCR”) service to the local transmission system operator. The frequency of the current transmitted on an electrical grid is affected by the demand placed on the grid. By acting as a reserve to store or release energy into the grid in order to offset variations in demand, the FCR service provided by Nuvve’s GIVe software platform assists the local system operator in the critical task of frequency regulation.

Over the four years in this deployment, Nuvve accumulated many hours of valuable learning on fleet operation and energy market behavior. This Denmark-based fleet is driven primarily during the day and is parked at night and on weekends, allowing it on average about 17 hours of available market participation per day. While FCR values in Denmark fluctuated over the two-year period from 2017 to 2018, Nuvve was able to generate approximately US$2,000 per car per year in market revenue on average.

The V2G services revenue gives Nuvve’s customers a lower total cost of electric vehicle ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance. This Denmark deployment showcased Nuvve’s ability to adapt its V2G software to match requirements for market participation and interconnection to the grid — vehicles in this commercial V2G operation are each connected to 10kW bi-directional DC chargers that are controlled by Nuvve’s V2G GIVe platform. As each vehicle is plugged in, Nuvve’s software automatically takes control of each vehicle’s charging and discharging. Nuvve aggregates multiple electric vehicles into a coalition.

The total available capacity from a coalition of aggregated electric vehicles is then bid onto the frequency-controlled reserve market. It is the design of Nuvve’s V2G platform that enables it to aggregate electric vehicles into a virtual power plant to provide services to the grid bi-directionally. This design incorporates (1) aggregation capabilities for available vehicles, charging stations and stationary batteries; (2) the ability to receive signals from and thereby know the needs of the grid at generation, transmission, distribution and behind-the-meter regions; and (3) real-time optimization that matches available coalition capacity onto grid needs on a second-by-second basis, all while ensuring the desired EV battery charge level at drive time.

Electric vehicles are inherently unreliable grid resources because their primary transportation function can cause them to be plugged in or unplugged at any time with varying states of charge. Nuvve’s platform transforms these unreliable resources into reliable, dispatchable and monetizable assets; this helps stabilize the grid, enables increased renewables penetration, reduces the total cost of EV ownership and encourages EV adoption. From the user perspective, the V2G operation is seamless as Nuvve’s V2G platform reduces the cost of ownership and ensures EVs are sufficiently charged to meet their primary transportation functions. Vehicle operators can use Nuvve’s fleet management app and set driving needs for any given day to fulfill their driving duties.

Market Opportunity and the Nuvve Solution

The EV industry has grown rapidly since Nuvve was founded in 2010. Nuvve believes that the market for plug-in electric vehicles (“PEV”) will continue to experience significant growth in the future as consumers demand vehicles with greater fuel efficiency, greater performance, lower operational costs, and lower emissions. Increasingly stringent federal and state fuel economy standards and other state and local incentives and rebates for EVs also have driven, and Nuvve expects will to continue to drive, demand for EVs. In addition, countries around the world are expected to become increasingly focused on meeting climate goals, in part, by reducing the environmental effects of internal combustion engine vehicles. To illustrate, passenger EV sales are expected to increase from 2.6% of new vehicles sold in 2019 to 29.2% in 2030 in the United States and Europe according to a recent report entitled “Bloomberg New Energy Finance (BNEF) Electric Vehicle Outlook 2020.” Additional factors propelling this shift to electrification include proposed fossil fuel bans or restrictions, transit electrification mandates, utility incentive programs and declining battery costs. Accordingly, the BNEF report projects that the cumulative EV charging infrastructure investment in North America and Europe will be approximately $60 billion by 2030 and increasing to $192 billion by 2040.

However, as PEV adoption grows, demand for electricity as a transportation fuel may lead to congestion and overloading on transmission and local distribution grids. Simultaneously, higher penetration of renewable energy sources (such as solar and wind generation) inherently increases grid volatility. Nuvve believes that this combination of factors further drives the need for intelligent vehicle-grid integration and V2G capabilities to effectively regulate grid voltage and frequency on a real time basis and address other common challenges such as massive morning and afternoon grid ramping.

With V2G services capturing available grid value streams such as frequency regulation, adaptive power, smart charging, smart charging/discharging and peak-shaving services as part of the solution, the PEV fleet owner/operator can symbiotically assist in improving and assuring grid stabilization while earning revenues. These revenues can be shared with the ratepayer to save in transportation energy costs and thereby effectively lower the cost of PEV ownership. V2G services can also help mitigate intermittency issues associated with renewables by (1) continuously injecting or absorbing energy to and from the grid every few seconds to help to regulate frequency; and (2) be orderly and intelligently dispatched over a larger time period to mitigate the enormous needs for capacity ramping. Perhaps most importantly, PEVs represent one of the most appropriate solutions to act as dispatchable distributed energy resources during renewable-rich mid-day periods by absorbing excess energy which might otherwise be curtailed or create transmission network congestion problems.

Nuvve understands that the widespread adoption of electric mobility and renewable generation resources like solar and wind will require that EVs be utilized as bi-directional distributed energy resources to help stabilize the grid and get paid for providing valuable grid services. Further, Nuvve believes that commercial fleet EVs represent the best initial addressable market for V2G because for commercial fleets, the shift from internal combustion vehicles to EV can bring numerous advantages:

1.      Lower “fuel” costs and more sustainable, efficient and convenient infrastructure.

2.      Lower maintenance costs for EVs compared to internal combustion engine vehicles.

3.      Reduced maintenance down time for EVs compared to internal combustion engine vehicles.

4.      EV charging does not present all of the same environmental risks of liquid refueling, as it does not involve the storage and release of hydrocarbons at the refueling site.

5.      The specific use cases for EVs by fleet operators, which often involve multiple shorter trips, can alleviate the range anxiety that has been a limiting factor in electric vehicle adoption to date.

Additionally, Nuvve believes that commercial fleet EVs are the best initial target market for V2G because the additional revenue potential would offset the higher up-front cost of EVs and further lower the total cost of ownership compared to traditional gasoline and diesel internal combustion engine vehicles.

Nuvve also believes that significant value can be derived from aggregating electric vehicles into a virtual power plant to provide grid services that can be monetized in the energy and power capacity markets. Nuvve’s GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., coalitions of aggregated EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas plants). Nuvve’s current addressable energy and capacity markets for targeted grid services (frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage) are estimated to be of considerable value — each ranging from $3 billion to $250 billion per year.

Since 2010, Nuvve has been optimizing its Energy Software as a Service (SaaS) model into a product that is adaptable (evolving with energy markets worldwide), adjustable (micro-service based to enable quick iteration) and scalable (compatible with widely adopted standards for EVs and charging stations). The result is a flexible, recurring revenue model where fleet customers can share in the value generated from their vehicles by Nuvve’s GIVe software platform. Today, Nuvve continues to advance its software platform’s ability to conduct forecasting, bidding, dispatching and reporting functionalities — so that the needs of the driver, the grid and the EV battery are continually met.

Nuvve’s Strategy

Nuvve’s strategy incorporates a diversified set of segments, geographies and partners, including light duty fleets, heavy duty fleets, automotive OEMs, charge point operators, and strategic partnerships located in Europe, Asia (including Japan) and North America.

•        Light duty fleet customers are typically organizations that operate vehicle fleets for delivery and logistics, as shared transit for sales, service and other functions requiring a motorpool and for ridesharing services. Nuvve believes these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership favors electrification. Nuvve’s GIVe software platform can help them lower operating costs and achieve sustainability goals. Nuvve offers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low or free energy costs. The light duty fleet segment is accessed via direct sales force and world-wide channel partners.

•        Heavy duty fleet customers are typically organizations that operate vehicle fleets in the school bus, shuttle bus, delivery truck, refuse truck, and transit bus segments. Nuvve believes these customers choose to electrify their fleets for economic reasons, as the comparative total cost of ownership favors electrification. Nuvve’s GIVe software platform can help them lower operating costs and achieve sustainability goals. Nuvve offers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low or free energy costs. The heavy duty fleet segment is accessed via direct sales force and world-wide channel partners.

•        Automotive OEM customers are typically organizations that develop and manufacture electric vehicles targeted for sale to their customers. Nuvve believes automotive OEM customers recognize that Nuvve’s GIVe software platform can help their customers lower operating costs and achieve sustainability goals, thereby helping to increase electric vehicle sales. Nuvve integrates its technology into the automotive OEM’s EV platforms in order make their vehicles compatible with the GIVe software platform. The automotive OEM segment is accessed via world-wide channel partners.

•        Charge point operator customers are typically organizations that own, operate and provide EV charging equipment and networked EV charging services. Nuvve believes charge point operator customers recognize that Nuvve’s GIVe software platform can help their customers lower operating costs and achieve sustainability goals, thereby helping to increase the relative attractiveness of their charging network within this highly competitive segment. Nuvve integrates its technology into charge point operator platforms in order to make their charging station network compatible with the GIVe software platform. The charge point operator segment is accessed via world-wide channel partners.

•        Strategic partnerships are typically joint ventures formed with strategic partners to help commercialize Nuvve’s technology and services within a given territory. Nuvve believes strategic partnerships are an important way to accelerate the adoption of its GIVe software platform world-wide. One such strategic partnership is Dreev, a business venture formed in 2019 between Nuvve (who provided its technology and know-how) and its strategic partner EDF (who provided capital and a subsidiary partner ecosystem) to address the territory within France, United Kingdom, Belgium, Italy and Germany. Nuvve agreed to assign to Dreev its rights to the V2G technology in these territories. Nuvve presently holds a 13% interest in Dreev. The parties have certain put and call option rights under the agreements for the business venture, including a call option for each party upon a change in control of the other party. While Nuvve anticipates that it will maintain or increase its stake in the business venture, there can be no assurance that it will be able to do so.

Nuvve currently views the North American school bus segment to be one of its highest priorities world-wide. Nuvve anticipates the electrification of school buses to experience significant growth in the next 2 to 5 years, as there are over 600,000 school buses on the road today in the US and Canada. Approximately 95% of them are diesel with an average age of over 11 years. Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the US and Canada. The electric school bus segment thereby represents a key growth opportunity for Nuvve to sell V2G capable charging stations and establish long-term recurring revenue streams from grid services. Following announcements during 2020 with leading OEMs in the North American electric school bus segment, Nuvve is further developing its offerings to bring turnkey V2G solutions with finance packages to customers, including equipment financing, V2G services, infrastructure and maintenance operations, via special purpose vehicles.

Nuvve also operates a small number of company-owned charging stations serving as demonstration projects funded by government grants. Although to date a substantial portion of Nuvve’s revenues have been derived from these grant funded projects and Nuvve expects growth in company-owned stations and the related government grant funding to continue, Nuvve anticipates that such projects will constitute a declining percentage of its business as its commercial operations expand.

Nuvve expects to generate revenue primarily from the provision of services to the grid via its GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, Nuvve also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, Nuvve may generate non-recurring engineering services revenue derived from the integration of its technology with automotive OEMs and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, Nuvve may share the recurring grid services revenue with the customer.

By employing a capital-light business model, Nuvve is able to strategically allocate its capital into research and development, marketing and sales and public policy. Nuvve continues to invest in expanding its GIVe software platform and V2G service capabilities and in the other areas described below, as well as in the service and maintenance of its company-owned stations and those stations with service and maintenance plans.

•        The development and advancement of Nuvve’s GIVe software platform’s capabilities is critical to fulfilling Nuvve’s product vision for a platform that is adaptable, adjustable and scalable.

•        Nuvve believes it is important to continue developing its global sales channels and grow its direct sales capabilities in order to support customer acquisition. This includes expanding its network of global partners who sell, install and maintain Nuvve’s solutions. Nuvve has and will continue to focus on category awareness and consistent branding.

•        Nuvve continues to invest in its long-running efforts in policy and utility relationships. Nuvve advocates for policies that advance electric mobility and ensure a healthy industry with a focus on reduction in the barriers to bi-directional/V2G-capable infrastructure deployment, including interconnection processes and advocating for EVs and charging stations to be considered as distributed energy resources able to participate in wholesale energy markets.

Today, Nuvve believes it is the “first-mover” in the V2G space with clear competitive advantages, as described in “Competition” below.

Nuvve expects significant market opportunities for its V2G solutions as fleet EVs begin to arrive in more meaningful volume in coming years. Nuvve believes that its patent portfolio and significant experience in successfully deploying V2G technology and services presents a significant advantage.

Nuvve’s growth strategies for scaling its V2G technology and services are as follows:

•        Accelerate new services and product offerings.    Nuvve intends to maintain its first-mover advantage via continued efficient investment in engineering and product development.

•        Invest in marketing and sales.    Nuvve intends to continue attracting new customers and pursue a “portfolio effect” model which enables both V2G and uni-directional (V1G) assets to be efficiently combined in order to boost overall value.

•        Pursue strategic acquisitions.    Nuvve will explore potential high-quality acquisition opportunities.

Sales

Nuvve currently maintains an in-house field sales force that maintains business relationships with customers and develops new sales opportunities through lead generation and marketing. Nuvve can also sell EV charging hardware and V2G software services through reseller partners, which then sell these products and services to their customers.

Marketing is performed by our in-house staff. To promote and sell our services to customers, we also utilize marketing and communication channels including press releases, email marketing, website (www.nuvve.com), and social media. The information on our websites is not, and will not be deemed, a part of this prospectus or incorporated into any other filings we make with the SEC.

Nuvve anticipates continuing to expand revenues by selling EV charging equipment to current as well as new customers, which include school bus operators, school districts, universities, stadiums, infrastructure investors via special purpose vehicles, municipal locations, and other fleet operators. In addition to transportation hubs and workplace locations, Nuvve anticipates expanding sales channels to wholesale distributors, utilities, and automotive OEMs.

Nuvve’s revenues have and will be primarily derived from the sale of V2G-capable charging stations and recurring revenues from grid services provided by the GIVe software platform, as more fully described in “Nuvve’s Strategy” above. Historically, a significant portion of its revenue has been derived from government grant funded projects to demonstrate Nuvve’s V2G technology and services.

For the fiscal year ended December 31, 2019, Nuvve had two grant-related customers that each accounted for over 10% of its revenue. In the aggregate, these customers accounted to 47% of Nuvve’s revenue for the nine months ended September 30, 2020. Nuvve’s customer concentration has historically varied based on the receipt of large orders, a trend that Nuvve expects to continue in the near term.

In the year ended December 31, 2020, Nuvve experienced delays in completing integration projects with three of its automotive OEM customers, as a result of the impact of the COVID-19 pandemic on the customer’s operations. Nuvve expects the integration projects to be completed in 2021.

Manufacturing

Nuvve does not manufacture electric vehicle charging stations. The company integrates its technology into V2G-capable charging stations made by dedicated manufacturing partners located throughout the world.

Nuvve has not experienced any disruptions in its supply chain as a result of the COVID-19 pandemic. However, certain of its charging station manufacturing partners experienced longer lead times in the acquisition of critical components, leading to delays in completing certain integration projects.

Competition

Nuvve provides a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid. While Nuvve believes its GIVe platform is the most advanced V2G platform on the market, as it is the only one qualified by multiple grid system operators around the world to provide grid services, it operates within the highly competitive EV charging equipment and service market. Nuvve primarily competes with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Shell-NewMotion, Blink and Ovo Energy. There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, Fermata and Greenlots. Nuvve expects this market to become increasingly competitive as new entrants enter the growing market. Nuvve’s products and services compete on the basis of product capability (such as V2G capability), performance and features, total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability and size of installed base.

Nuvve’s V2G platform, and the revenue it generates, allows Nuvve to provide its customers with a lower total cost of electric vehicle ownership through benefits such as reduced charger costs, low or free energy costs to drive, fleet management tools, and yearly maintenance. Nuvve believe its competitors have historically struggled with gaining the technology and know-how necessary to establish a functional V2G software platform capable of aggregating electric vehicles into a virtual power plant and providing services to the grid bi-directionally, although they could build this capability in the future. While Tesla does offer EV charging services, these do not include V2G and Nuvve does not believe Tesla vehicles are capable of bi-directional power flow. There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, but could provide a low-cost solution for basic charger needs in commercial and home locations. Because its competitors’ platforms are less advanced in providing V2G services, Nuvve believes it faces limited direct competition.

Nuvve believes it has competitive advantages over its competitors, such as its intellectual property portfolio (Nuvve owns key patents for V2G); qualification by transmission system operators (Nuvve is already qualified by multiple operators, making it easier for it to expand into other areas); experience (over a decade of experience of market participation and stakeholder interaction); and data ownership (Nuvve has accumulated vast amounts of data, which is the key for rapid and future developments). However, many of our existing and potential competitors have substantially greater financial, marketing, sales, distribution, manufacturing and technological resources than Nuvve does. We may be unable to compete effectively against our competitors, either because they have greater resources or name recognition than we do, because their products and services are superior or more cost efficient than ours, or because they make technical advances to which we are unable to respond.

Government Regulation and Incentives

State, regional and local regulations for installation of EV charging stations and the provision of grid services vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications, as examples. Compliance with such regulations may cause installation delays.

Public Utility Commissions

To operate Nuvve’s systems, Nuvve or its customer obtains interconnection permission from the applicable local primary electric utility. Depending on local law requirements, permission is provided by the local utility directly to Nuvve and/or its customers. In some cases, permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over metering policies. However, in other cases, regulatory approvals from the local public utility commission or other regulatory body are required.

NEMA

The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data. All charging station products used or sold by Nuvve comply with the NEMA standards that are applicable to such products.

Waste Handling and Disposal

Nuvve is subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation, and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environmental and to seek to recover from the responsible classes of persons the costs they incur. Nuvve may handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

Nuvve may also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of products used or sold by Nuvve are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, Nuvve may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or Nuvve’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect Nuvve’s operating expenses.

Similar laws exist in other jurisdictions where Nuvve operates. Additionally, in the European Union (“EU”), Nuvve is subject to the Waste Electrical and Electronic Equipment (“WEEE”) Directive. The WEEE Directive provides for the creation of collection scheme where consumers return WEEE to merchants, such as Nuvve. If Nuvve fails to properly manage such WEEE, it may be subject to fines, sanctions, or other actions that may adversely affect Nuvve’s financial operations.

OSHA

Nuvve is subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”). OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to Nuvve’s operations. Nuvve complies with OSHA regulations.

CAFE Standards

The regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve. Although Nuvve is not a car manufacturer and is thus not directly subject to the CAFE standards, Nuvve believes such standards may have a material effect on its business. The Energy Independence and Security Act of 2007 raised the fuel economy standards of America’s cars, light trucks, and sport utility vehicles to a combined average of at least 35 miles per gallon (“mpg”) by 2020 — a 10 mpg increase over 2007 levels — and required standards to be met at maximum feasible levels through 2030. Building on the success of the first phase of the National Program, the second phase of fuel economy and global warming pollution standards for light duty vehicles covers model years 2017 – 2025. These standards were finalized by the U.S. Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”) in August 2012. These standards would have required a reduction in average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025. Manufacturers may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations of the type Nuvve uses and sells will be needed.

However, in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule (the “SAFE Rule”), which reformulated the required reductions, establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026. Several states and groups have announced intentions to sue the United States government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty. However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, less demand for Nuvve’s V2G technology and services.

Research and Development

Nuvve has invested a significant amount of time and expense into research and development of its GIVe software platform and V2G technology and services. Nuvve’s ability to maintain its leadership position depends in part on its ongoing research and development activities. Nuvve’s engineering team is responsible for the design, development, manufacturing and testing of its V2G technology and services. Nuvve focuses its efforts on developing its V2G technology and services to expand the capabilities of Nuvve’s software platform and V2G services.

Nuvve’s research and development is principally conducted at its headquarters in San Diego, California. As of September 30, 2020, Nuvve had 7 full-time employees engaged in its research and development activities.

Intellectual Property

Nuvve relies on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect its proprietary rights. Nuvve’s success depends in part upon its ability to obtain and maintain proprietary protection for Nuvve’s products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing Nuvve’s proprietary rights.

As of September 30, 2020, Nuvve had four United States patents issued, one United States pending non-provisional patent applications and no United States pending provisional patent applications. Additionally, Nuvve had eight issued foreign patents (in Canada, Japan, Australia, China, Taiwan and Korea) and three foreign patent applications currently pending in various foreign jurisdictions. In addition, as of September 30, 2020, there was one pending Patent Cooperation Treaty application. These patents relate to various bi-directional (V2G) and uni-directional (V1G) EV charging functionalities, aggregation and grid services.

Nuvve owns these patents, including the four issued United States patents, which were acquired from the University of Delaware pursuant to an IP acquisition agreement, dated November 7, 2017. Under the agreement, Nuvve agreed to make certain milestone payments to the University of Delaware in the aggregate amount of up to $7,500,000 based on the achievement of certain substantial commercialization targets. The IP acquisition agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to Nuvve. If the University of Delaware terminates the agreement upon a material breach by Nuvve of certain limited provisions of the IP assignment agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, Nuvve will be required to assign the patents back to the university. The patents acquired from the University of Delaware, which cover the technology underlying Nuvve’s GIVe platform, as well as its implementation inside the charging stations and the EVs, are a key part of Nuvve’s patent portfolio and are critical to the operation of its business and its competitive position.

The following is an abstract of each of the four issued United States patents:

Business Combination

On November 11, 2020, Nuvve entered into a Merger Agreement with Newborn, PubCo, Merger Sub and Ted Smith, the current COO of Nuvve, as the representative of the Nuvve stockholders, pursuant to which (i) Newborn will merge with and into PubCo, with PubCo surviving the merger as the new public company, and (ii) Merger Sub will merge with and into Nuvve, with Nuvve surviving the merger as a wholly-owned subsidiary of PubCo. Upon the consummation of the Business Combination, Nuvve will be deemed the accounting acquiror and predecessor and the combined entity will be the successor SEC registrant, meaning that Nuvve’s financial statements for previous periods will be disclosed in PubCo’s future periodic reports filed with the SEC.

If the Business Combination is approved, it is expected that Nuvve-appointed directors will represent five of the seven seats for the combined company’s board of directors; Nuvve’s Chief Executive Officer will be designated Chairman of the combined company’s board of directors; Nuvve’s senior management will be the senior management of the combined company; and the current stockholders of Nuvve will own approximately 48.3% of the outstanding shares of common stock of the combined company. Accordingly, the Business Combination will be accounted for as a reverse recapitalization, whereby Nuvve will be the acquirer for accounting and financial reporting purposes and Newborn will be the legal acquirer. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the consolidated financial statements of Nuvve in many respects. The shares of Newborn remaining after redemptions, and the unrestricted net cash and cash equivalents on the date the Business Combination is consummated, will be accounted for as a capital infusion to Nuvve.

Upon consummation of the Business Combination, the most significant change in Nuvve’s future reported financial position and results is expected to be an estimated increase in cash of approximately $15.5 million, assuming maximum stockholder redemptions, or $67.3 million, assuming no stockholder redemptions. Total transaction costs are estimated at approximately $4.9 million in the event there are no redemptions, which will be treated as a reduction of the cash proceeds with capital raising costs being deducted from Nuvve’s additional paid-in capital. See “Unaudited Pro Forma Condensed Combined Financial Information.”

As a consequence of the Business Combination, Nuvve will become the successor to an SEC-registered and Nasdaq-listed company which will require Nuvve to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Nuvve expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative expenses.

Additionally, Nuvve expects its capital and operating expenditures will increase significantly in connection with ongoing activities as Nuvve invests additional working capital for heavy-duty DC-V2G charging stations and level 2 AC-V2G charging stations, additional investments in equipment to meet increased project needs, and additional operating expenses to hire project managers, technicians, sales, partnership and customer service personnel, data scientists, trading teams, software engineers and administrative staff.

Nuvve’s historical operations and statements of assets and liabilities may not be comparable to the operations and statements of assets and liabilities of the combined company as a result of the Business Combination.

Recent Developments

Dreev

In October 2018, Nuvve entered into a Cooperation Framework Agreement (“CFA”) with EDF to establish a venture to jointly develop and commercialize Nuvve’s V2G electric vehicle battery technology in France, the United Kingdom, Belgium, and Italy. In connection with the CFA, on February 11, 2019, Nuvve and its strategic partner EDF Pulse Croissance Holding (“EDF Pulse”) (an affiliate of EDF) together formed Dreev, a company based in France to commercialize Nuvve’s GIVe V2G software platform in France, the United Kingdom, Belgium, and Italy. In connection with the formation of Dreev, Nuvve licensed and transferred its V2G technology and know-how for a 49% stake in Dreev and EDF Pulse provided capital for its 51% stake in Dreev and access to its subsidiary ecosystem. In October 2019, Nuvve added Germany to the territory covered by the Dreev. On October 16, 2019, Nuvve sold approximately 36% of its stake in Dreev to EDF Pulse, reducing Nuvve’s ownership of Dreev to approximately 13%. Until October 16, 2019, Nuvve accounted for Dreev under the equity method. At that point, Nuvve ceased applying the equity method of accounting, as it determined that it no longer had the ability to exercise significant influence over

Government Mandates, Incentives and Programs

The U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

Nuvve also derives other revenue from fees received for transferring regulatory credits earned for participating in low carbon fuel programs in approved states. Generally, only the owner of EV charging stations can either claim or assign such regulatory credits. If a material percentage of Nuvve’s customers were to claim these regulatory credits or choose to not assign the regulatory credits to Nuvve, Nuvve’s revenue from this source could decline significantly, which could have an adverse effect on its revenues and overall gross margin. While Nuvve has derived an immaterial percentage of its other revenue from these regulatory credits, Nuvve expects revenue from this source as a percentage of revenue may increase over time. Further, the availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated, Nuvve’s ability to generate this revenue in the future would be adversely impacted.

Competition

Nuvve offers proprietary V2G technology and services and intends to expand its market share over time in its product categories, leveraging the network effect of its V2G technology, services and GIVe software platform. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Furthermore, Nuvve’s competition includes other types of electric vehicle charging technologies, such as uni-directional “smart-charging” and lower cost (unmanaged) charging solutions. See “Business of Nuvve — Competition.” If Nuvve’s market share does not grow due to increased competition, its revenue and ability to generate profits in the future may be impacted.

Geographic Expansion

Nuvve operates in North America, selected countries in Europe (directly and through its business venture with EDF), and Japan. Revenue from North America and Europe are expected to contribute significantly to Nuvve’s total revenue in the near-to-intermediate term, while revenue from Japan is expected to increase over the longer run due to the early stage nature of its market for V2G technology and services. Nuvve plans to use a portion of the proceeds from this Business Combination to increase its sales and marketing activities, as well as to potentially pursue strategic acquisitions in North America and Europe. Nuvve is also positioned to grow its North American and European business through future partnerships with charge point operators, OEMs and leasing companies. However, Nuvve may experience competition with other providers of EV charging station networks for installations. Many of these competitors have limited funding, which could lead to poor customer experiences and have a negative impact on overall EV adoption. Nuvve’s growth in North America and Europe requires differentiating itself as compared to the several existing competitors. If Nuvve is unable to penetrate the market in North America and Europe, its future revenue growth and profits will be impacted.

Results of Operations

Nine Months Ended September 30, 2020 Compared with Nine Months Ended September 30, 2019

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2020 and 2019.