NUVVE Corporation signed a letter of intent to acquire Newborn Acquisition Corp. (NasdaqCM:NBAC) from Neogenesis Holding Co. Ltd., Boothbay Absolute Return Strategies, LP managed by Boothbay Fund Management, LLC. MM Asset Management Inc and others for approximately $130 million in reverse merger transaction on August 21, 2020. NUVVE Corporation entered into a definitive agreement to acquire Newborn Acquisition Corp. in reverse merger acquisition on November 11, 2020. As consideration for the business combination, 10.17 million shares of Newborn Acquisition will be issued or reserved for issuance to existing NUVVE stockholders and option holders. Of such shares of Newborn Acquisition, approximately 8.9 million shares of will be issued to the existing stockholders of NUVVE, and approximately 1.3 million shares of will be reserved for issuance pursuant to NUVVE's options. 10% of the shares to be issued to the existing stockholders, or approximately 0.9 million shares, will be held in escrow to satisfy any indemnification obligations incurred under the agreement. Additionally, the existing shareholders of NUVVE may be entitled to receive up to 4 million earn-out shares if, for the fiscal year ending December 31, 2021, Newborn Acquisition's revenue equals or exceeds $30 million. Existing shareholders will be entitled to a portion of the earn-out shares only if they continue to hold their shares of Newborn Acquisition received in the acquisition through the earn-out payment date. Concurrently with the execution of the agreement, Newborn entered into subscription agreements for the sale of approximately $14 million in equity to institutional investors in a PIPE. The PIPE investors will acquire NUVVE Holding shares at $10 per share. NUVVE also completed a $4 million bridge financing with an institutional investor in connection with the transaction. 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%, Nuvve's stockholders will own 48.3% and the investors in the PIPE Investment will own 7.7% of the combined company. In connection with the business combination, Newborn Acquisition will reincorporate to Delaware from the Cayman Islands. Upon closing of the business combination, the combined company will be named NUVVE Holding Corp. and is expected to remain listed on Nasdaq under the ticker symbol “NVVE”.

Following the closing of the merger, the combined company's Board of Directors will consist of seven directors, five of whom shall be designated by NUVVE and two of whom will be designated by Newborn. Gregory Poilasne, Chief Executive Officer and chairman of NUVVE Corporation, and the existing NUVVE senior management team will lead the combined company.   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 the combined company'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 Chief Financial Officer. The transaction is subject to regulatory approvals, approval of Newborn and NUVVE's respective stockholders, the SEC having declared the Form S-4 effective, Newborn having no less than $15 million 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 transaction, Newborn having at least $5 million of net tangible assets immediately prior to or upon the closing, Newborn's common stock having been approved for listing on Nasdaq and the key personnel having executed the Labor Agreements, Non-disclosure and Non-solicitation agreements and each of the additional agreements including Shareholder Support Agreements, Indemnification Escrow Agreement, Earn-out Escrow Agreement, Lock-up Agreements, Registration Rights Agreement, Purchase and Option Agreement and Stockholder Agreement as described in the Merger Agreement being entered into and in full force and effect. The Boards of Directors of both Newborn and NUVVE have unanimously approved the transaction. Newborn Acquisition's Board has unanimously recommended the shareholders to vote in favor of the transaction. The existing Stockholders holding shares of NUVVE representing approximately 55% of NUVVE's outstanding voting power have entered into support agreements with Newborn and NUVVE, pursuant to which they have agreed to vote in favor of the transaction. The extraordinary general meeting is being held on February 10, 2021, to amend Newborn's amended and restated memorandum and articles of association to extend the date by which the company has to consummate a Business Combination for an additional three (3) months, from February 19, 2021 to May 19, 2021. Approval of the Extension Amendment will require a Special Resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at the Extraordinary General Meeting. The board of Newborn recommends the extension proposal. The extraordinary general meeting of Newborn Acquisition Corp. shareholders will be held on March 17, 2021. As of March 17, 2021, the transaction was approved by the shareholders of Newborn Acquisition Corp. at its extraordinary general meeting. The transaction is expected to be completed in the first quarter of 2021. Newborn expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than March 31, 2021.

Craig-Hallum Capital Group LLC acted as financial advisor to NUVVE Corporation and will be paid an advisory fee of 0.203316 million shares of Nuvve Holding Corp. David Alan Miller and Eric Schwartz of Graubard Miller acted as legal advisors to NUVVE Corporation. Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to Newborn Acquisition Corp. Roth Capital Partners, LLC acted as capital markets advisor to Newborn Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor to Newborn Acquisition.

NUVVE Corporation completed the acquisition of Newborn Acquisition Corp. (NasdaqCM:NBAC) from Neogenesis Holding Co. Ltd., Boothbay Absolute Return Strategies, LP managed by Boothbay Fund Management, LLC. MM Asset Management Inc and others in reverse merger transaction on March 19, 2021. 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. The proceeds 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. Newborn Acquisition Corp. will be renamed as Nuvve Holdings, Inc.