Nxu Inc. files registration statement on Form S-4 for proposed combination

Nxu has filed a registration statement on Form S-4 with the Securities and Exchange Commission relating to the previously announced proposed merger with Verde Bioresins (VRDE). As previously announced on October 24, 2024, Nxu and Verde have entered into a merger agreement pursuant to which Nxu will acquire all of the issued and outstanding common shares of Verde in an all-stock transaction. Upon closing of the Merger, the combined company is expected to be renamed Verde Bioresins, Corp. and list its common stock on Nasdaq under the new ticker symbol “VRDE.” The registration statement includes a preliminary prospectus and proxy statement in connection with the Merger. Although the registration statement has not yet become effective and the information contained therein is subject to change, it provides important information about Nxu, Verde and the Merger. Upon the closing of the Merger, it is expected that pre-Merger Verde stockholders will own approximately 95% of the combined company and pre-Merger Nxu stockholders will own approximately 5% of the combined company, in each case, on a fully-diluted and as-converted basis, and assuming Nxu’s aggregate enterprise value is approximately $16.2 million. For purposes of determining the exchange ratio in the transaction, Verde has been ascribed an aggregate enterprise value of approximately $306.9 million, and Nxu’s aggregate enterprise value will be an amount equal to approximately $16.2 million, less an amount equal to the excess of certain lease payments remaining unpaid at closing over Nxu’s cash balance at closing. The closing of the Merger is expected to occur in the first quarter 2025, subject to approval of Nxu’s stockholders, the registration statement being declared effective, approval of the combined company’s stock for trading on Nasdaq, approval of Verde’s stockholders and the satisfaction of other customary closing conditions.