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Nxu Inc | 8-K: Current report

SEC ·  Oct 24, 2024 05:34

Summary by Moomoo AI

On October 23, 2024, Nxu Inc., a Delaware corporation, announced a definitive merger agreement with Verde Bioresins, Inc., also a Delaware corporation. The agreement outlines a two-step merger process where Nxu's wholly owned subsidiaries, NXU Merger Sub, Inc. and NXU Merger Sub, LLC, will merge with Verde, resulting in Verde becoming a wholly owned subsidiary of Nxu. The transaction is structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Prior to the merger's effective time, all outstanding convertible notes and warrants of Verde will be converted into Verde common stock. At the effective time, Verde common stock, excluding any dissenting shares, will be converted into Nxu common stock, and Verde options will...Show More
On October 23, 2024, Nxu Inc., a Delaware corporation, announced a definitive merger agreement with Verde Bioresins, Inc., also a Delaware corporation. The agreement outlines a two-step merger process where Nxu's wholly owned subsidiaries, NXU Merger Sub, Inc. and NXU Merger Sub, LLC, will merge with Verde, resulting in Verde becoming a wholly owned subsidiary of Nxu. The transaction is structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Prior to the merger's effective time, all outstanding convertible notes and warrants of Verde will be converted into Verde common stock. At the effective time, Verde common stock, excluding any dissenting shares, will be converted into Nxu common stock, and Verde options will be assumed by Nxu. The enterprise values of Verde and Nxu have been set at approximately $306.9 million and $16.2 million, respectively. Post-merger, Verde stockholders will own approximately 95% of the combined company, while Nxu stockholders will own about 5%, on a fully-diluted and as-converted basis. The merger is subject to customary closing conditions, including stockholder approvals and the effectiveness of a registration statement with the SEC. Nxu will also seek stockholder approval for various proposals, including the issuance of Nxu common stock in connection with the merger, amendments to Nxu's certificate of incorporation, and a new equity incentive plan. The merger is expected to be completed by March 31, 2025, unless terminated under certain conditions outlined in the agreement. In connection with the merger, Nxu will be renamed 'Verde Bioresins, Corp.' and will change its ticker symbol to 'VRDE' upon Nasdaq's approval. Support agreements have been signed by major stockholders of both companies, and Nxu's CEO, Mark Hanchett, has entered into a voting agreement related to the transaction.

This announcement is a separate document:

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