Nuvve SPAC Presentation Deck
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Transaction Summary
Nuvve is being acquired by Newborn, a publicly listed
special purpose acquisition company with $57.5M cash in
trust
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(3)
(4)
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Nuvve pre-money equity value of ~$102M
Consideration to Nuvve paid with ~10.2M shares.
Transaction includes ~$14M common stock and
warrant PIPE at $10.00/share. For every PIPE share
purchased, PIPE investors receive 1.9 warrants;
each whole warrant exercisable for ½ a common
share(4)
Pro forma market capitalization of ~$202M; pro forma
enterprise value of ~$132M
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Nuvve will own ~53% of the combined company
(~61% with earnout)
Approximately $66M cash rolls to balance sheet;
~$70M on balance sheet post transaction including
$4M in bridge proceeds
Nuvve shall be entitled to an earnout of 4 million newly
issued shares if Nuvve's CY 2021 revenue exceeds $30M
(1) Assumes zero redemptions from SPAC
(2)
POST TRANSACTION
VALUATION ($MM) (¹)(2)(3)
Shares Outstanding
Price Per Share
Market Capitalization
Plus: Debt
Less: Cash
Enterprise Value
Nuvve w/ Earnout
Does not include ~3 million common shares underlying IPO warrants exercisable at $11.50 per share nor 1.3M common shares
underlying warrants being offered in this PIPE exercisable at $11.50 per share
Does not include 0.3M unit purchase options to the NBAC IPO underwriter
Nuvve is also receiving a $4M bridge private placement in a senior secured convertible debenture that will convert into equity
immediately prior to closing of the business combination. The bridge investor shall not receive any proceeds from the earnout, if
achieved
Nuvve Copyright © 2020. All Rights Reserved.
24
Newborn Sponsor
SPAC IPO Investors
PIPE Investors
Nuvve
Total
Shares
1.7
6.3
1.4
10.7
20.2
20.2
$10.00
$201.9
$0.0
$70.3
$131.6
14.7
Nuvve Equity Roll
Fees & Expenses (Estimated)
Cash to Balance Sheet
Total
POST TRANSACTION VALUATION ($MM)(¹)(2)(3)
SOURCES & USES ($MM)
8.6%
31.3%
7.1%
53.0%
100.0%
% Value (mm's)
$0.0
$0.0
$0.0
$0.0
$0.0
60.8%
Sources
Cash Remaining in Trust
Nuvve Equity Roll
Common
PIPE
Total
Uses
Nuvve
53.0%
$57.5
$101.7
$14.3
$173.4
$101.7
$5.5
$66.3
$173.4
Newborn
Sponsor
8.6%
SPAC IPO
Investors
31.3%
PIPE Investors
7.1%
NUVVEView entire presentation