NXU Signs Merger Agreement with Verde Bioresins, Inc.

Nxu, Inc., a Delaware corporation, recently announced the execution of an Agreement and Plan of Merger with NXU Merger Sub, Inc., NXU Merger Sub, LLC, and Verde Bioresins, Inc. This merger agreement entails a series of steps, including two mergers intended to qualify for tax-free reorganization under the Internal Revenue Code of 1986. Upon completion of the merger, Verde is to become a wholly-owned subsidiary of Nxu.

Various conditions set in the Merger Agreement will lead to the conversion of outstanding convertible notes and warrants of Verde into shares of Verde common stock, which will subsequently be exchanged for Nxu common stock. This exchange will result in pre-Merger Verde stockholders owning about 95% of the combined entity, with pre-Merger Nxu stockholders holding the remaining 5% on a fully-diluted and as-converted basis.

In conjunction with this merger, Nxu and Verde will file a Registration Statement with the SEC, seeking approvals from their respective stockholders for certain actions, such as amending Nxu’s certificate of incorporation to eliminate the dual-class structure and to change the post-combination company’s name to “Verde Bioresins, Corp.”

Further agreements have been made with stakeholders to secure their support for the merger. Concurrently with the Merger Agreement, support agreements were entered with key individuals, directors, and officers, ensuring their alignment and commitment to the proposed transaction.

Additionally, amendments to executive employment agreements and the Wyant Employment Agreement have been made in preparation for the merger. These adjustments include provisions for benefits upon termination, changes in option agreements, and modifications to equity awards.

Furthermore, Nxu and Verde issued a joint press release detailing the signing of the Merger Agreement. This communication marks a significant milestone in the process of merging the two entities, aligning strategic goals and setting the path for future operations.

Pending the fulfillment of closing conditions, such as stockholder approvals and regulatory clearances, the merger is expected to bring about significant changes in Nxu’s structure and operational strategies. Investors and stockholders are advised to review all relevant documents and statements concerning the proposed transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read NXU’s 8K filing here.

About NXU

Nxu, Inc, formerly known as Atlis Motor Vehicles, is a US-owned technology company manufacturing innovative battery cells and battery packs, for use in advanced energy storage systems and megawatt charging stations.