IPO - Nxu, Inc.

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Form Type: CORRESP

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390025005699

Filing Summary: Nxu, Inc. submitted a request for acceleration of the effective date of its Registration Statement on Form S-1, originally filed on December 30, 2024, by the U.S. Securities and Exchange Commission. The requested effective date is set for 4:00 p.m. EST on January 24, 2025, or as soon as practicable thereafter. The company confirms its awareness of responsibilities under federal securities laws concerning the securities issuance covered by the Registration Statement. Mark Hanchett, the CEO of Nxu, Inc., is authorized to modify or withdraw this request, and points of contact are provided for any inquiries regarding this request.

Document Link: View Document

Additional details:

Registration Statement File Number: 333-284086


Effective Date Requested: 2025-01-24


Contact Person One: Michael M. Donahey


Contact Person One Phone: 602-382-6381


Contact Person Two: Eileen Vernon


Contact Person Two Phone: 213-929-2551


Form Type: S-1/A

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025004205

Filing Summary: Nxu, Inc. filed an Amendment No. 1 to its Form S-1 registration statement with the SEC on January 16, 2025, to register the resale of approximately 114.5 million shares of its Class A Common Stock by selling stockholders. This follows a Private Placement completed on December 30, 2024, involving 6.8 million purchased shares and various warrants issued to the stockholders. The private placement raised approximately $3 million, which did not result in proceeds to Nxu from the resale activity. The selling stockholders will have discretion over the timing and method of selling the shares, and are considered underwriters under Section 2(a)(11) of the Securities Act of 1933. The prospectus states that the registrant is a smaller reporting company and an emerging growth company. The document outlines the details of the merger agreement with Verde Bioresins, revealing that Verde is valued at approximately $306.9 million. Post-merger, existing Verde stockholders will own around 95% of the combined entity, with Nxu stockholders retaining about 5%. In addition to mergers, Nxu continues to explore fundraising opportunities, emphasizing the challenges it faces in maintaining liquidity and operational funding due to past losses and cash flow issues.

Document Link: View Document

Additional details:

Company Address: 1828 N Higley Rd., Suite 116, Mesa, Arizona 85205


Agent Name: Mark Hanchett


Number Of Class A Common Stock: 114,503,816


Number Of Purchased Shares: 6,800,000


Number Of Pre Funded Warrants: 5,200,000


Number Of Series A Warrants: 57,251,908


Number Of Series B Warrants: 45,251,908


Private Placement Date: 2024-12-30


Total Flotation Value: $3,000,000


Previous Class A Price: $0.5604


Form Type: S-1

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113485

Filing Summary: Nxu, Inc. is initiating an IPO through this registration statement under the Securities Act of 1933. The offering involves the resale of up to 114,503,816 shares of Class A common stock by selling stockholders, including 6,800,000 shares purchased, and warrants totaling 57,251,908 and 45,251,908 shares. The aggregate offering price is approximately $3,000,000, with no proceeds anticipated for Nxu from resale transactions. The document outlines that the Pre-Funded Warrants are immediately exercisable at a minimal price, while Series A and Series B Warrants are contingent on stockholder approval. The Class A common stock is already listed on Nasdaq under the symbol 'NXU'. Details of a merger agreement with Verde Bioresins, Inc. are also highlighted, indicating a substantial shift in corporate strategy toward energy solutions and potential future restructuring. Nxu has undergone operational changes in response to a challenging liquidity position, including workforce reductions, and has pursued strategic alternatives to optimize cash use and bolster its balance sheet. The filing was made on December 30, 2024, with the company continuing as an emerging growth company under applicable laws, which affords it certain reporting reliefs, extending its transition period for compliance with new accounting standards.

Document Link: View Document

Additional details:

Cik: 0001828117


State Of Incorporation: Delaware


Address: 1828 N Higley Rd., Suite 116, Mesa, Arizona 85205


Phone Number: (602) 309-5425


Ceo Name: Mark Hanchett


Merger Agreement Date: 2024-10-23


Warrants Total: 100,503,816


Last Sale Price: 0.262


Enterprise Value Verde: 306.9 million


Enterprise Value Nxu: 16.2 million


Combined Company Percentage Verde: 95%


Combined Company Percentage Nxu: 5%


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