Nxu Inc-A美股招股说明书(2025-01-27版)

NXU, INC.1828 N. Higley Rd. Suite 116Mesa, AZ 85205 Dear Nxu, Inc. Stockholders: On behalf of the Board of Directors of Nxu, Inc., a Delaware corporation, (“Nxu,” “Parent,” “we,” “our,” “us,”or the “Company”) we cordially invite you to a special meeting of stockholders of Nxu (the “Nxu specialmeeting”), to be held at 11:00 a.m. Eastern Time on February 11, 2025, unless postponed or adjourned to alater date. The Nxu special meeting will be held exclusively through a virtual format. Nxu stockholders will beabletoattendandparticipateintheNxuspecialmeetingonlinebyvisitingwww.virtualshareholdermeeting.com/NXU2025SM, where they will be able to listen to the meeting live, submitquestions and vote. Nxu, Verde Bioresins, Inc., a Delaware corporation (“Verde”), Nxu Merger Sub, Inc., a Delaware corporation(“Merger Sub I”), and Nxu Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II”, andtogether with Merger Sub I, the “Merger Subs”), entered into an Agreement and Plan of Merger on October 23,2024 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub I will merge with and into Verde (the “FirstMerger”), with Verde surviving the First Merger and continuing as a wholly-owned subsidiary of Nxu.Promptly following the effective time of the First Merger (the “First Merger Effective Time”), and as part of anintegrated plan with the First Merger, Verde will merge with and into Merger Sub II (the “Second Merger”, andtogether with the First Merger, the “Merger”), whereupon the separate corporate existence of Verde shall cease,and Merger Sub II will survive the Second Merger as a wholly-owned subsidiary of Nxu. Upon completion ofthe Merger, Nxu is expected to change its corporate name to “Verde Bioresins, Corp.” and trade on the NasdaqCapital Market under the symbol “VRDE”. The company following the Closing is referred to herein as the“combined company.” At the First Merger Effective Time, each outstanding share of common stock, par value $0.0001 per share, ofVerde (“Verde common stock”) issued and outstanding (excluding shares of Verde common stock to becanceled pursuant to the Merger Agreement and excluding dissenting shares) will be converted solely into theright to receive a number of shares of Nxu common stock equal to the exchange ratio described in more detailin the section entitled “THE MERGER AGREEMENT — Merger Consideration and Exchange Ratio —Exchange Ratio” beginning on page 124 of the accompanying proxy statement/prospectus. Also at the FirstMerger Effective Time, each outstanding option to purchase shares of Verde common stock will be assumed byNxu and will be converted into an option to purchase shares of common stock of the combined company, withnecessary adjustments to reflect the exchange ratio. Based on Nxu’s capitalization and Verde’s capitalization asof October 23, 2024, the date the Merger Agreement was executed, the exchange ratio is estimated to beapproximately 0.0069 shares of Verde common stock for each share of Nxu capital stock, which exchange ratiodoesnot give effect to the proposed reverse stock split described in the accompanying proxystatement/prospectus. The final exchange ratio is subject to adjustment prior to the closing of the Merger (the“Closing”). As Nxu stockholders, you will continue to own your existing shares of Nxu common stock, subjectto the proposed elimination of Nxu’s dual class structure of Nxu common stock, $0.0001 par value per share(“Nxu common stock”), by re-designating Nxu’s Class A common stock, par value $0.0001 per share (“NxuClass A common stock”) as Nxu common stock and cancelling Nxu’s Class B common stock, par value $0.001per share (“Nxu Class B common stock”) (as described in the accompanying proxy statement/prospectus). Atthe First Merger Effective Time, (i) each then-outstanding Nxu option to acquire Nxu Class A common stockthat has an exercise price that is greater than the closing price of Nxu Class A common stock on the trading dayimmediately preceding the date on which the Closing occurs (the “Closing Date”) will be surrendered or cancelled for no consideration, (ii) each other Nxu option to acquire Nxu Class A common stock shall remainoutstanding and shall remain exercisable subject to the terms and conditions of the applicable Nxu optionaward agreement and incentive plan under which it was granted, and (iii) each Nxu restricted stock unit will besettled or forfeited in accordance with its terms, such that there shall be no outstanding Nxu restricted stock unitawards as of the First Merger Effective Time. The one share of Nxu’s Series B preferred stock, par value$0.0001per share(“Nxu Series B preferred stock”)issued and outstanding immediately before theeffectiveness Table of Contents of the proposed Amended and Restated Certificate of Incorporation of Nxu will be redeemed, or surrenderedfor no consideration, upon the Closing. Immediately after the Merger, assuming that Nxu’s aggregate enterprisevalue is ap