Nuvve Corporation and Newborn Acquisition Corp. Close Business Combination

Nuvve to Begin Trading on Nasdaq Capital Market on Tuesday March 23

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Mar 22, 2021, 08:00 ET

SAN DIEGO, March 22, 2021 /PRNewswire/ -- Nuvve Holding Corp. ("Nuvve") (Nasdaq: NVVE), a global technology leader accelerating the electrification of transportation through its proprietary vehicle-to-grid V2G platform, and Newborn Acquisition Corp. ("Newborn") (Nasdaq: NBAC), a publicly traded special purpose acquisition company, today announced that the two companies have completed their business combination (the "Business Combination"). The Business Combination was approved by Newborn shareholders on March 17, 2021 (Hong Kong time).

Nuvve has been approved for listing on the Nasdaq Capital Market and expects to begin trading under the new symbols on Tuesday, March 23, 2021. Newborn securities will continue to trade today, Monday, March 22, 2021. When they begin trading tomorrow, shares of common stock and warrants of the new combined company will be traded under the ticker symbol "NVVE" and "NVVEW," respectively.

In connection with the business combination and related private placement, Nuvve received approximately $62 million in cash proceeds. The funds are expected to be used by Nuvve to further develop its offerings by combining its turnkey V2G solutions with finance packages to customers, including equipment financing, V2G services, infrastructure and maintenance operations. Independent industry analysts have projected the global V2G technology market to be worth over $17 billion by 2027.

Gregory Poilasne, the chairman and Chief Executive Officer of Nuvve, commented, "Today is an exciting day in the history of Nuvve as we will officially begin trading on the Nasdaq tomorrow. The rapid adoption of electric vehicles is driving a need for the industry to look at innovative solutions to address the demands that will be placed on the grid. Nuvve's proprietary vehicle-to-grid (V2G) technology solves these future challenges by enabling electric vehicle batteries to store and discharge energy, integrate renewable energy sources such as solar and wind, combine energy from multiple electric vehicle batteries to form a virtual power plant (VPP), and provide bidirectional services to the electrical grid in a qualified and secure manner. With a global portfolio of key V2G technology patents covering bidirectional capabilities and grid services with aggregated electric vehicles, I believe we are ideally positioned to help usher in the electric vehicle revolution and be the leading solutions provider for years to come."

Nuvve's management team will continue to be led by Mr. Poilasne and Ted Smith, Nuvve's President and Chief Operating Officer, along with David Robson who joined as Chief Financial Officer in December 2020.

Advisors

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

About Nuvve Holding Corp.

Nuvve (NASDAQ: NVVE) is accelerating the electrification of transportation through its proprietary vehicle-to-grid (V2G) technology. Its mission is to lower the cost of electric vehicle ownership while supporting the integration of renewable energy sources, including solar and wind. Nuvve's Grid Integrated Vehicle, GIVe™, platform is refueling the next generation of electric vehicle fleets through intelligent, bidirectional charging solutions. Since its founding in 2010, Nuvve has launched successful V2G projects on five continents and is deploying commercial services worldwide by developing partnerships with utilities, automakers, and electric vehicle fleets. Nuvve is headquartered in San Diego, California, and can be found online at www.nuvve.com.

Nuvve Press Contact

Marc Trahand, EVP Marketing
[email protected]
+1 858 250 9740

Nuvve Investor Contact

Lytham Partners
Robert Blum or Joe Dorame
[email protected]
+1 602 889 9700

Forward Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding the business combination between Newborn and Nuvve and Nuvve's strategy, future operations, estimated and projected financial performance, prospects, plans and objectives are forward-looking statements. When used in this press release, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Newborn and Nuvve disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Newborn and Nuvve caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either Newborn or Nuvve. In addition, Nuvve cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Newborn or Nuvve following the business combination; (ii) the risk that the business combination disrupts Nuvve's current plans and operations; (iii) 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; (iv) costs related to the business combination; (v) risks related to the rollout of Nuvve's business and the timing of expected business milestones; (vi) Nuvve's dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations; (vii) Nuvve's ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Nuvve's accounting staffing levels; (viii) Nuvve's current dependence on sales of charging stations for most of its revenues; (ix) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; (x) potential adverse effects on Nuvve's revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by Nuvve; (xi) the effects of competition on Nuvve's future business; (xii) risks related to Nuvve's dependence on its intellectual property and the risk that Nuvve's technology could have undetected defects or errors; (xiii) changes in applicable laws or regulations; (xiv) the COVID-19 pandemic and its effect directly on Nuvve and the economy generally; (xv) risks related to disruption of management time from ongoing business operations due to the proposed business combination; (xvi) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; and (xvii) the possibility that Nuvve may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the proxy statement/prospectus filed by Newborn and Nuvve Holding with the SEC and in the other reports that Newborn has filed and that Nuvve Holding will file from time to time with the SEC, including Newborn's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Newborn's and Nuvve Holding's SEC filings are available publicly on the SEC's website at www.sec.gov.

SOURCE Nuvve Corporation