NBAC SEC filings, in plain English
Everything Newborn Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 10 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: FY2020 10-K. Trust held $57,895,769 of money market funds at December 31, 2020 against $57,500,000 deposited at the February 2020 IPO. 5,114,076 ordinary shares are carried as redeemable at $10.0688 ($51,492,608), leaving 2,345,924 shares and equity of exactly $5,000,001. Cash outside trust $135,809; deferred underwriting compensation $1,437,500. Net loss $1,045,493, of which $969,990 is share-based compensation. A merger agreement with Nuvve Corporation was signed November 11, 2020 and amended February 20, 2021. The deadline is May 19, 2021, extendable to August 19, 2021. Why it matters: The counterparty is funding the extension: NeoGenesis (the sponsor) and Nuvve (the target) each deposited $287,500 into the trust against Extension Notes, $575,000 in total, convertible into units at $10.00 rather than repayable in cash. A target paying to keep the SPAC alive changes who bears the cost of delay. Separately, 93% of the year's reported loss is the non-cash fair value of 100,000 shares the sponsor transferred to a special advisor, so the loss badly overstates cash burn. Figures are as of December 31, 2020.
What changed vs 2020-03-30deadline 2021-02-19 → 2021-05-19combination deadline, trust account, mandate language1 moved · 2 with no prior record of ours
- Combination deadline
- 2021-02-192021-05-19
- Trust account
- not previously extracted$115.8M
- Mandate language
- we intend to focus on operating businesses in Asia (excludin… · unchanged
SpacBrain reads this as 89 days later than the previous record.
The clause …“any tax obligations, until the earlier of (i) the consummation of our initial business combination and (ii) our failure to consummate a business combination by May 19, 2021, as extended (or August 19, 2021, if further extended). We paid”…
The clause …“of investment held in trust account 57,890,000 - Purchase of investment held in trust account (115,785,769 ) - Net cash used in investing activities (57,895,769 ) - Cash flow from financing activities Proceeds from sale of units”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Newborn Acquisition Corp. issued its definitive proxy statement/prospectus, dated February 16, 2021 and first mailed on or about February 17, 2021, fixing the extraordinary general meeting for March 17, 2021 at 8:00 a.m. Hong Kong Time — 7:00 p.m. Eastern Time on March 16, 2021 — at Room 801, Building C, SOHO Square in Shanghai, with shareholders encouraged to attend by teleconference. The two-step combination with Nuvve Corporation under the merger agreement dated November 11, 2020 is otherwise unchanged. Why it matters: The estimated Closing Exchange Ratio has been revised upward from the preliminary version to approximately 0.2124, giving an estimated 9,068,419 PubCo shares to Nuvve's stockholders after the repurchase of 600,000 shares from one of them, with 1,301,715 shares reserved for the Nuvve options PubCo assumes. This version also discloses that an estimated 912,460 of the shares issued to Nuvve's stockholders will be held in escrow to satisfy indemnification obligations. The PIPE remains 1,425,000 shares at $10.00 per share, $14,250,000, with warrants over a further 1,353,750 shares.
pipenothing moved · 1 with no prior record of ours
- PIPE
- not previously extracted$15.0M
The clause …“the requirement that PubCo has at least $5,000,001 of net tangible assets and $15,000,000 in available cash and cash equivalents is expected to be satisfied as a result of the PIPE Investment even if all of the public shares are”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K filed as additional proxy material carrying Newborn's press release of 10 Feb 2021 urging shareholders to vote for the extension proposals. It restates the mechanics in bullet form: record-date holders as of the close of business on 15 Jan 2021 keep the vote 'even if you no longer own those shares'; 'the trust amendment proposal requires 50% of the outstanding shares held by public shareholders to vote in favor (management shares don't count towards approval of this proposal)'; and 'all votes must be received by February 17, 2021'. Why it matters: It fixes a deadline that is NOT the meeting date and is easy to miss — votes had to be in by 17 Feb 2021 for a meeting held on 18 Feb 2021 Hong Kong time — and it states in terms that founder shares are excluded from the trust-amendment denominator, so the sponsor cannot carry this proposal alone. Taken with the 8 Feb 2021 postponement, the sequence documents a SPAC struggling to reach a public-shareholder threshold nine days before its charter deadline, with no sponsor deposit offered to improve the terms.
What changed: Form 8-K filed as additional proxy material carrying Newborn's press release of 8 Feb 2021 announcing that the Board postponed the extraordinary general meeting to 18 Feb 2021 at 8:00 a.m. Hong Kong time (7:00 p.m. Eastern on 17 Feb 2021) 'in order to provide additional time to solicit proxies to approve the Extension Amendments'. It states the binding constraint: 'The trust amendment proposal requires the affirmative vote of holders of at least 50% of the ordinary shares sold in the Company's IPO',. Why it matters: The threshold is measured against PUBLIC IPO shares outstanding, not shares voted and not including management's, so every share that simply does not vote counts against the proposal — the same arithmetic that forced Landcadia II's December adjournment. That is why an eight-day postponement was needed rather than a vote. For a holder the operative dates all shift with the meeting: the redemption entitlement is struck two business days before 18 Feb 2021, and the charter deadline of 19 Feb 2021 now sits one day past the rescheduled vote.
What changed: Proxy supplement to Newborn's 21 Jan 2021 definitive proxy, which was mailed on or about that date for the extraordinary general meeting on the three-month extension from 19 Feb 2021 to 19 May 2021 and the matching trust amendment. It records that the Board 'has decided to postpone the Extraordinary General Meeting' in accordance with the amended and restated articles, rather than convening and adjourning it, and restates the two proposals in their original terms. Why it matters: A postponement moves the date on which the redemption price is struck — the entitlement is computed two business days before the meeting — so every date derived from the original 10 Feb 2021 meeting is void from here, including the delivery deadline. The distinction from an adjournment matters procedurally: the meeting never convened, so no votes were taken and no quorum was recorded. The record date of 15 Jan 2021 is unaffected by the change, which is why holders who had already sold retained the vote.
What changed: Form 8-K filed as additional proxy material carrying Newborn's press release of 3 Feb 2021, issued to clear up confusion: shareholders had received TWO notifications from their brokers, 'one for their proxy vote and one for their redemption election', and the release separates them. It repeats the meeting date of 10 Feb 2021 at 8:00 a.m. Hong Kong time, the three-month extension from 19 Feb 2021 to 19 May 2021 'without depositing additional funds', and states that approval of the Extension Amendment requires a Special Resolution under Cayman Islands law. Why it matters: The two notifications are the single most misunderstood mechanic in this tier: the proxy vote and the redemption election are independent — a holder may redeem without voting and vote without redeeming — and a broker mailing that arrives twice invites holders to treat one as a duplicate and ignore it. Missing the redemption notification is how a holder ends up in an extended shell involuntarily. The Cayman special-resolution threshold, higher than a simple majority, is the other fact worth keeping from this release.
What changed: Form 8-K filed as additional proxy material carrying Newborn's press release of 1 Feb 2021, which reminds holders of the extraordinary general meeting on 10 Feb 2021 at 8:00 a.m. Hong Kong time (7:00 p.m. Eastern on 9 Feb 2021) and states the extension's terms plainly: three additional months, from 19 Feb 2021 to 19 May 2021, 'without depositing additional funds in the company's trust account', plus the matching trust amendment. It warns that a broker will not vote shares held in street name without instruction. Why it matters: This is the clearest statement that the extension is UNFUNDED — holders are asked for three more months with nothing added to trust — which is the fact that decides whether staying is worth more than the roughly $10.06 per share on offer. The meeting time also matters: stated in Hong Kong time, it falls on the previous evening in New York, so a redemption or voting deadline computed from a US calendar date can be a day out. The reminder about brokers is the standard signal that turnout, not opposition, is the risk.
What changed: DEFINITIVE extension proxy dated 21 Jan 2021: extraordinary general meeting 10 Feb 2021, record date the close of business on 15 Jan 2021, on two proposals — by SPECIAL RESOLUTION to amend the articles to extend the deadline to complete a business combination by three months, from 19 Feb 2021 to 19 May 2021, and to amend the investment management trust agreement to match. The per-share trust portion on the record date is given as 'approximately $10.06 per share (which is expected to be the same approximate amount as of two business days prior to the Extraordinary General Meeting)'. Why it matters: The purpose is to reach the announced Nuvve Corporation combination, and the company's own press releases describe this extension as proceeding 'without depositing additional funds in the company's trust account' — so the $575,000 ($0.10 per share) insider deposit the proxy describes, payable against a note convertible into private units at $10.00, belongs to the pre-existing charter mechanic and should not be read as new money for these three months. At about $10.06 the trust has little cushion, and a special resolution is a higher bar than a simple majority.
What changed: PRELIMINARY extension proxy. Newborn Acquisition proposed extending the date to complete a business combination by three months, from 19 Feb 2021 to 19 May 2021, together with a trust agreement amendment to reflect it. If the amendments pass, insiders or their affiliates 'upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share)' on or before the deadline, against a non-interest-bearing unsecured promissory note. The named purpose is completing the Nuvve business combination. Why it matters: The record date, the meeting date, the per-share trust figure, the record-date closing price and the share counts are all left as empty brackets, so this document fixes no deadline a holder can act on; only the definitive version will. The $0.10 per share deposit is funded by a note repayable out of a completed combination, so it is a loan against success rather than a gift to the trust. The filing is explicit about the downside: if the amendments fail and insiders do not extend, Newborn may be unable to close the Nuvve deal by 19 Feb 2021 and must wind up and redeem 100% of public shares.
What changed: Newborn Acquisition Corp. filed a preliminary proxy statement/prospectus, subject to completion and dated December 21, 2020, for an extraordinary general meeting on a date left blank in 2021, on the merger agreement dated November 11, 2020 with Nuvve Corporation. The combination runs in two steps: Newborn reincorporates into Delaware by merging into NB Merger Corp., which survives as the publicly traded entity, and immediately afterwards Nuvve Merger Sub Inc. merges into Nuvve, which survives as a wholly owned subsidiary of PubCo. Why it matters: The estimated Closing Exchange Ratio is approximately 0.2081, giving an estimated 8,852,828 PubCo shares to Nuvve's stockholders after the repurchase of 600,000 shares from one of them. The financing beside it is small: a PIPE of 1,425,000 Newborn ordinary shares at $10.00 per share, $14,250,000 in all, with warrants over a further 1,353,750 shares on the same terms as the public warrants — each entitling the holder to buy one-half of one share at $11.50 per whole share — plus a $4,000,000 convertible debenture purchased on November 17, 2020 that converts immediately before closing.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.