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United States securities and exchange commission logo
January 15, 2021
Wenhui Xiong
Chairman and Chief Executive Officer
NB Merger Corp.
Room 801, Building C
SOHO Square, No. 88
Zhongshan East 2nd Road, Huangpu District
Shanghai, 200002, China
Re: NB Merger Corp.
Registration
Statement on Form S-4
Filed December 21,
2020
File No. 333-251559
Dear Mr. Xiong:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed December 21, 2020
Did Newborn's board of directors obtain a third-party valuation . . .?,
page 2
1. While we note the
disclosure regarding a lack of a fairness opinion, you also disclose that
Newborn's "financial
advisor" will receive shares as a "success fee." Please reconcile, and
revise to disclose the
nature and scope of advice that advisor provided to Newborn. See
also Item 4(b) to Form
S-4.
Are Nuvve's stockholders required to approve the Acquisition Merger,
page 4
2. Please revise to
clarify whether the number of stockholders who entered into the support
agreements is
sufficient to approve the merger. If it is not, disclose the number and
Wenhui Xiong
NB Merger Corp.
January 15, 2021
Page 2
percentage of additional shares required to secure such approval.
Purchase and Option Agreement, page 15
3. If the person or entity that is the counterparty to this agreement is
an affiliate of Nuvve, as
indicated by your disclosure on page 174, please revise to identify
that person or entity.
Interests of Certain Persons in the Business Combination, page 77
4. We note the interests you describe relate only to affiliates of
Newborn Acquisition.
Expand to discuss the interests of affiliates of Nuvve.
NBAC's interaction with Nuvve, page 79
5. Please revise to clarify how the nature and amount of consideration
evolved as a result of
negotiations between the parties, including each proposal and
counterproposal. Currently,
it appears from your disclosure that only one proposal was made.
Provide similar
disclosure regarding the material terms of the merger agreement and
other agreements
related to the transaction, such as the purchase and option agreement
and the planned
PIPE transaction.
Recommendation of Newborn's Board of Directors, page 84
6. Please revise to disclose whether, and if so how, Newborn's board
concluded that the
acquisition satisfied the 80% test referenced on page 2.
Material U.S. Federal Income Tax Consequences of the Business Combination, page
94
7. We note the numerous uncertain tax consequences and possible
alternatives disclosed here
and in your summary and risk factors. Please file the exhibit required
by Item 601(b)(8)
of Regulation S-K. Ensure the disclosure in this section names counsel
and states clearly
that the disclosure represents its opinion.
Intellectual Property, page 118
8. Please revise to discuss the agreement with the University of Delaware
mentioned on page
174 and its significance to your intellectual property portfolio and
business. Describe the
rights afforded to you under the agreement, such as whether you own or
are merely
assigned the rights for a limited duration. Also described the claims
covered by the
intellectual property and file the agreement as an exhibit.
Certain Transactions of Nuvve, page 174
FirstName LastNameWenhui Xiong
9. Please discuss and quantify the deferred compensation arrangements
mentioned on page
Comapany
F-21,NameNB
includingMerger Corp.
whether any amounts will be paid upon completion of the
transactions
Januarydiscussed
15, 2021 in this2document.
Page
FirstName LastName
Wenhui Xiong
FirstName
NB MergerLastNameWenhui Xiong
Corp.
Comapany
January 15,NameNB
2021 Merger Corp.
January
Page 3 15, 2021 Page 3
FirstName LastName
Shares Eligible For Future Sale, page 177
10. Please revise to discuss limitations on the use of Rule 144 as a
result of Newborn
Acquisition's shell company status.
Exhibits
11. Please ensure that each of the agreements described in your disclosure
beginning on page
14 are included as exhibits. We note, for example, it appears that the
Earn-Out Escrow
Agreement is not listed as an exhibit. Please also file as exhibits
the employment
agreements described on pages 168-169.
General
12. We note the disclosure regarding the PIPE investment. Please tell us
how you determined
it is appropriate to register NB Merger's issuance of shares to the
PIPE investors following
the reincorporation.
13. Please tell us why you are attempting to register the issuance of
shares underlying the
options you plan to assume in connection with the transactions. It is
unclear why you do
not intend to use Form S-8.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman at (202) 551-3794 or Andrew Blume at
(202) 551-
3254 if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Giovanni Caruso