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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 001-40296
| | | | | | | | | | | | | | |
NUVVE HOLDING CORP. |
(Exact Name of Registrant as Specified in Its Charter) |
| | | | |
Delaware | | | | 86-1617000 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | |
2488 Historic Decatur Road, Suite 200 | | San Diego, | California | 92106 |
(Address of principal executive offices) | (Zip Code) |
| | | | |
| | (619) | 456-5161 | |
(Registrant’s telephone number), including area code |
| | | | |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbols | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | | NVVE | | The Nasdaq Stock Market |
Warrants to Purchase Common Stock | | NVVEW | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
xYes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | o | | Accelerated filer | o |
Non-accelerated filer | x | | Smaller reporting company | x |
| | | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
As of August 6, 2024, 6,527,227 shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding.
NUVVE HOLDING CORP.
FORM 10-Q FOR THE QUARTER ENDED June 30, 2024
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and other documents incorporated herein by reference contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions described in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as those discussed elsewhere in this report and other factors described from time to time in our filings with the SEC.
Factors that could cause actual results to differ materially from those in forward-looking statements include, (i) risks related to the rollout of Nuvve's business and the timing of expected business milestones; (ii) Nuvve's dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations; (iii) Nuvve's ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Nuvve's accounting staffing levels; (iv) Nuvve's current dependence on sales of charging stations for most of its revenues; (v) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; (vi) potential adverse effects on Nuvve's backlog, revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by Nuvve; (vii) the effects of competition on Nuvve's future business; (viii) risks related to Nuvve's dependence on its intellectual property and the risk that Nuvve's technology could have undetected defects or errors; (ix) the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties, many of which are outside of our control; (x) that our joint venture with Levo Mobility LLC may fail to generate the expected financial results, and the return may be insufficient to justify our investment of effort and/or funds; (xi) changes in applicable laws or regulations; (xii) the COVID-19 pandemic and its effect directly on Nuvve and the economy generally; (xiii) risks related to disruption of management time from ongoing business operations due to our joint ventures; (xiv) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (xv) the possibility that Nuvve may be adversely affected by other economic, business, and/or competitive factors; and (xvi) risks related to the benefits expected from the $1.2 trillion dollar infrastructure bill passed by the U.S. House of Representatives (H.R. 3684), as well as other risks described in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the SEC.
Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.
PART I—FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets | | | |
Current assets | | | |
Cash | $ | 1,431,414 | | | $ | 1,534,660 | |
Restricted cash | 480,000 | | | 480,000 | |
Accounts receivable, net | 516,193 | | | 1,724,899 | |
Inventories | 6,044,136 | | | 5,889,453 | |
| | | |
Prepaid expenses | 789,112 | | | 994,719 | |
Deferred costs | 1,394,824 | | | 1,667,602 | |
Other current assets | 633,565 | | | 751,412 | |
Total current assets | 11,289,244 | | | 13,042,745 | |
| | | |
Property and equipment, net | 709,916 | | | 766,264 | |
Intangible assets, net | 1,132,484 | | | 1,202,203 | |
Investment in equity securities | 670,951 | | | 670,951 | |
Investment in leases | 106,916 | | | 112,255 | |
Right-of-use operating lease assets | 4,593,229 | | | 4,839,526 | |
| | | |
Financing receivables | — | | | 288,872 | |
Security deposit, long-term | 24,285 | | | 27,690 | |
Total assets | $ | 18,527,025 | | | $ | 20,950,506 | |
| | | |
Liabilities and Equity | | | |
| | | |
Current liabilities | | | |
Accounts payable | $ | 1,869,527 | | | $ | 1,694,325 | |
| | | |
Accrued expenses | 4,920,770 | | | 4,632,101 | |
Deferred revenue | 1,069,978 | | | 1,030,056 | |
| | | |
Operating lease liabilities - current | 848,497 | | | 856,250 | |
| | | |
Other liabilities | 7,170 | | | 105,141 | |
| | | |
Total current liabilities | 8,715,942 | | | 8,317,873 | |
| | | |
Operating lease liabilities - noncurrent | 4,413,069 | | | 4,646,383 | |
Warrants liability | 1,484,504 | | | 4,621 | |
Derivative liability - non-controlling redeemable preferred shares | 313,354 | | | 309,728 | |
Other long-term liabilities | 867,404 | | | 681,438 | |
Total liabilities | 15,794,273 | | | 13,960,043 | |
| | | |
Commitments and Contingencies | | | |
Mezzanine equity | | | |
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at June 30, 2024 and December 31, 2023; aggregate liquidation preference of $3,901,709 and $3,750,201 at June 30, 2024 and December 31, 2023, respectively | 4,516,561 | | | 4,193,629 | |
Class D Incentive units, zero par value, 1,000,000 units authorized; 50,000 units issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 278,681 | | | 216,229 | |
Stockholders’ equity | | | |
| | | |
| | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | — | | | — | |
| | | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 6,527,227 and 1,246,589 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 6,403 | | | 5,927 | |
| | | |
Additional paid-in capital | 162,146,327 | | | 155,615,962 | |
Accumulated other comprehensive income | 71,932 | | | 93,676 | |
Accumulated deficit | (158,894,045) | | | (148,240,859) | |
Nuvve Holding Corp. Stockholders’ Equity | 3,330,617 | | | 7,474,706 | |
Non-controlling interests | (5,393,107) | | | (4,894,101) | |
Total stockholders’ (deficit) equity | (2,062,490) | | | 2,580,605 | |
Total Equity | 2,732,752 | | | 6,990,463 | |
Total Liabilities and Equity | $ | 18,527,025 | | | $ | 20,950,506 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue | | | | | | | |
Products | $ | 369,192 | | | $ | 1,546,723 | | | $ | 845,661 | | | $ | 2,975,609 | |
Services | 301,567 | | | 502,286 | | | 521,438 | | | 853,785 | |
Grants | 131,421 | | | 71,118 | | | 214,837 | | | 145,519 | |
Total revenue | 802,180 | | | 2,120,127 | | | 1,581,936 | | | 3,974,913 | |
Operating expenses | | | | | | | |
Cost of products | 256,902 | | | 1,311,268 | | | 593,574 | | | 2,679,841 | |
Cost of services | 345,813 | | | 639,848 | | | 518,585 | | | 732,179 | |
Selling, general, and administrative | 4,489,772 | | | 6,097,336 | | | 10,417,882 | | | 12,269,360 | |
Research and development | 1,473,567 | | | 2,387,215 | | | 3,063,144 | | | 4,487,303 | |
Total operating expenses | 6,566,054 | | | 10,435,667 | | | 14,593,185 | | | 20,168,683 | |
| | | | | | | |
Operating loss | (5,763,874) | | | (8,315,540) | | | (13,011,249) | | | (16,193,770) | |
Other income (expense) | | | | | | | |
Interest income, net | 10,736 | | | 20,644 | | | 19,748 | | | 88,981 | |
| | | | | | | |
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Change in fair value of warrants liability | 1,584,772 | | | 143,794 | | | 2,312,434 | | | (69,964) | |
Change in fair value of derivative liability | 7,907 | | | 83,059 | | | (3,626) | | | 6,219 | |
Other, net | 211,444 | | | 83,946 | | | 4,941 | | | 524,332 | |
Total other income, net | 1,814,859 | | | 331,443 | | | 2,333,497 | | | 549,568 | |
Loss before taxes | (3,949,015) | | | (7,984,097) | | | (10,677,752) | | | (15,644,202) | |
Income tax expense | — | | | — | | | — | | | — | |
Net loss | $ | (3,949,015) | | | $ | (7,984,097) | | | $ | (10,677,752) | | | $ | (15,644,202) | |
Less: Net (loss) income attributable to non-controlling interests | (10,268) | | | 8,466 | | | (24,566) | | | 14,754 | |
Net loss attributable to Nuvve Holding Corp. | $ | (3,938,747) | | | $ | (7,992,563) | | | $ | (10,653,186) | | | $ | (15,658,956) | |
Less: Preferred dividends on redeemable non-controlling interests | 76,504 | | | 70,678 | | | 151,508 | | | 139,970 | |
Less: Accretion on redeemable non-controlling interests preferred shares | 161,466 | | | 161,466 | | | 322,932 | | | 322,932 | |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ | (4,176,717) | | | $ | (8,224,707) | | | $ | (11,127,626) | | | $ | (16,121,858) | |
| | | | | | | |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted | $ | (0.67) | | | $ | (11.86) | | | $ | (2.15) | | | $ | (24.68) | |
| | | | | | | |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted | 6,230,284 | | | 693,353 | | | 5,172,358 | | | 653,245 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
Net loss | $ | (3,949,015) | | | $ | (7,984,097) | | | $ | (10,677,752) | | | $ | (15,644,202) | |
Other comprehensive (loss) income, net of taxes | | | | | | | |
Foreign currency translation adjustments, net of taxes | (8,093) | | | 1,299 | | | (21,744) | | | 10,233 | |
Total comprehensive loss | $ | (3,957,108) | | | $ | (7,982,798) | | | $ | (10,699,496) | | | $ | (15,633,969) | |
Less: Comprehensive income (loss) attributable to non-controlling interests | (10,268) | | | 8,466 | | | (24,566) | | | 14,754 | |
Comprehensive loss attributable to Nuvve Holding Corp. | $ | (3,946,840) | | | $ | (7,991,264) | | | $ | (10,674,930) | | | $ | (15,648,723) | |
Less: Preferred dividends on redeemable non-controlling interests | (76,504) | | | (70,678) | | | (151,508) | | | (139,970) | |
Less: Accretion on redeemable non-controlling interests preferred shares | (161,466) | | | (161,466) | | | (322,932) | | | (322,932) | |
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ | (3,708,870) | | | $ | (7,759,120) | | | $ | (10,200,490) | | | $ | (15,185,821) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
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| | | | | Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Non-controlling Interests | | Total |
| | | | | | | | | Shares | | Amount | | | | | |
Balances December 31, 2023 | | | | | | | | | 1,246,589 | | | 5,927 | | | 155,615,962 | | | 93,676 | | | (148,240,859) | | | (4,894,101) | | | $ | 2,580,605 | |
Exercise of stock options and vesting of restricted stock | | | | | | | | | 174,137 | | | 18 | | | (18) | | | — | | | — | | | — | | | — | |
Stock-based compensation | | | | | | | | | — | | | — | | | 846,514 | | | — | | | — | | | — | | | 846,514 | |
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Proceeds from common stock offering, net of offering costs | | | | | | | | | 3,035,000 | | | 304 | | | 5,029,118 | | | — | | | — | | | — | | | 5,029,422 | |
| | | | | | | | | | | | | | | | | | | | | |
Issuance of Pre-funded Warrants | | | | | | | | | 1,614,916 | | | 108 | | | — | | | — | | | — | | | — | | | 108 | |
| | | | | | | | | | | | | | | | | | | | | |
Currency translation adjustment | | | | | | | | | — | | | — | | | — | | | (13,651) | | | — | | | — | | | (13,651) | |
Preferred dividends - non-controlling interest | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (75,004) | | | (75,004) | |
Accretion on redeemable non-controlling interests preferred shares | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (161,466) | | | (161,466) | |
Net loss | | | | | | | | | — | | | — | | | — | | | — | | | (6,714,438) | | | (14,299) | | | (6,728,737) | |
Balances March 31, 2024 | | | | | | | | | 6,070,642 | | | $ | 6,357 | | | $ | 161,491,576 | | | $ | 80,025 | | | $ | (154,955,297) | | | $ | (5,144,870) | | | $ | 1,477,791 | |
Exercise of stock options and vesting of restricted stock | | | | | | | | | 6,606 | | | 1 | | | (1) | | | — | | | — | | | — | | | — | |
Stock-based compensation | | | | | | | | | — | | | — | | | 481,800 | | | — | | | — | | | — | | | 481,800 | |
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Issuance of Pre-funded Warrants | | | | | | | | | 149,979 | | | 15 | | | (15) | | | — | | | — | | | — | | | — | |
Exercise of Warrants | | | | | | | | | 300,000 | | | 30 | | | 172,967 | | | — | | | — | | | — | | | 172,997 | |
Currency translation adjustment | | | | | | | | | — | | | — | | | — | | | (8,093) | | | — | | | — | | | (8,093) | |
Preferred dividends - non-controlling interest | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (76,504) | | | (76,504) | |
Accretion on redeemable non-controlling interests preferred shares | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (161,466) | | | (161,466) | |
Net loss | | | | | | | | | — | | | — | | | — | | | — | | | (3,938,747) | | | (10,268) | | | (3,949,015) | |
Balances June 30, 2024 | | | | | | | | | 6,527,227 | | | $ | 6,403 | | | $ | 162,146,327 | | | $ | 71,932 | | | $ | (158,894,044) | | | $ | (5,393,108) | | | $ | (2,062,490) | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)
(Unaudited)
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| | | | | Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Non-controlling Interests | | Total |
| | | | | | | | | Shares | | Amount | | | | | |
Balances December 31, 2022 | | | | | | | | | 606,804 | | | $ | 2,427 | | | $ | 144,073,505 | | | $ | 76,182 | | | $ | (116,956,528) | | | $ | (3,950,186) | | | $ | 23,245,400 | |
Exercise of stock options and vesting of restricted stock | | | | | | | | | 2,283 | | | 9 | | | (9) | | | — | | | — | | | — | | | — | |
Stock-based compensation | | | | | | | | | — | | | — | | | 1,414,183 | | | — | | | — | | | — | | | 1,414,183 | |
Proceeds from Direct Offering, net of offering costs | | | | | | | | | 13,587 | | | 54 | | | 469,946 | | | — | | | — | | | — | | | 470,000 | |
Proceeds from common stock offering, net of offering costs | | | | | | | | | 1,966 | | | 8 | | | 136,709 | | | — | | | — | | | — | | | 136,717 | |
Currency translation adjustment | | | | | | | | | — | | | — | | | — | | | 8,934 | | | — | | | — | | | 8,934 | |
Preferred dividends - non-controlling interest | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (69,292) | | | (69,292) | |
Accretion on redeemable non-controlling interests preferred shares | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (161,466) | | | (161,466) | |
Net loss | | | | | | | | | — | | | — | | | — | | | — | | | (7,666,393) | | | 6,288 | | | (7,660,105) | |
Balances March 31, 2023 | | | | | | | | | 624,639 | | | 2,498 | | | 146,094,334 | | | 85,116 | | | (124,622,921) | | | (4,174,656) | | | 17,384,371 | |
Exercise of stock options and vesting of restricted stock options | | | | | | | | | 15,610 | | | 62 | | | 391,129 | | | — | | | — | | | — | | | 391,191 | |
Stock-based compensation | | | | | | | | | — | | | — | | | 1,069,188 | | | — | | | — | | | — | | | 1,069,188 | |
Proceeds from Direct Offering, net of offering costs | | | | | | | | | 107,768 | | | 432 | | | 1,876,760 | | | — | | | — | | | — | | | 1,877,192 | |
Proceeds from common stock offering, net of offering costs | | | | | | | | | 33,409 | | | 134 | | | 644,773 | | | — | | | — | | | — | | | 644,907 | |
Currency translation adjustment | | | | | | | | | — | | | — | | | — | | | 1,299 | | | — | | | — | | | 1,299 | |
Preferred dividends - non-controlling interest | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (70,678) | | | (70,678) | |
Accretion on redeemable non-controlling interests preferred shares | | | | | | | | | — | | | — | | | — | | | — | | | — | | | (161,466) | | | (161,466) | |
Net loss | | | | | | | | | — | | | — | | | — | | | — | | | (7,992,563) | | | 8,466 | | | (7,984,097) | |
Balances June 30, 2023 | | | | | | | | | 781,426 | | | $ | 3,126 | | | $ | 150,076,184 | | | $ | 86,415 | | | $ | (132,615,484) | | | $ | (4,398,334) | | | $ | 13,151,907 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Operating activities | | | |
Net loss | $ | (10,677,752) | | | $ | (15,644,202) | |
Adjustments to reconcile to net loss to net cash used in operating activities | | | |
Depreciation and amortization | 179,170 | | | 156,290 | |
Stock-based compensation | 1,390,808 | | | 2,069,227 | |
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Change in fair value of warrants liability | (2,312,434) | | | 69,964 | |
Change in fair value of derivative liability | 3,626 | | | (6,219) | |
Warrants issuance costs | 305,065 | | | — | |
| | | |
Gains from sale of investments in equity securities | — | | | (325,155) | |
Noncash lease expense | 252,997 | | | 233,730 | |
Change in operating assets and liabilities | | | |
Accounts receivable | 1,208,706 | | | (903,652) | |
Inventory | (154,683) | | | 2,612,535 | |
Prepaid expenses and other assets | 921,517 | | | 249,728 | |
Accounts payable | 175,202 | | | (1,595,737) | |
Due to customers | — | | | 2,980,318 | |
Accrued expenses and other liabilities | (74,049) | | | 1,195,845 | |
Deferred revenue | 45,261 | | | (140,783) | |
Net cash used in operating activities | (8,736,566) | | | (9,048,111) | |
Investing activities | | | |
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Purchase of property and equipment | (53,103) | | | (101,775) | |
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Proceeds from sale of investments in equity securities | — | | | 1,325,155 | |
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Net cash (used) provided in investing activities | (53,103) | | | 1,223,380 | |
Financing activities | | | |
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Proceeds from exercise of warrants | 172,997 | | | — | |
Proceeds from Direct Offering of common stock, net of issuance costs | — | | | 2,347,192 | |
Proceeds from common stock offering, net of issuance costs | 8,516,741 | | | 781,624 | |
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Payment of finance lease obligations | (5,477) | | | (4,480) | |
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Net cash provided in financing activities | 8,684,261 | | | 3,124,336 | |
Effect of exchange rate on cash | 2,162 | | | 5,503 | |
Net decrease in cash and restricted cash | (103,246) | | | (4,694,892) | |
Cash and restricted cash at beginning of year | 2,014,660 | | | 16,233,896 | |
Cash and restricted cash at end of period | $ | 1,911,414 | | | $ | 11,539,004 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements. |
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NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Description of Business
Description of Business
Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp.
Reverse Stock Split
At the Company’s Special Meeting of Stockholders held on January 5, 2024, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40. The Board approved a 1-for-40 reverse split ratio, and on January 19, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the reverse split effective January 19, 2024. The reverse stock split is also applicable to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable are adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. The reverse stock split did not affect the number of authorized shares of the Company's common stock or the par value of the common stock. All issued and outstanding common stock, options to purchase common stock, warrants to purchase common stock and per share amounts contained in the condensed consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Structure of the Company
Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Pennsylvania LLC. Nuvve Corp. has four wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom. Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark.
On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Levo is a consolidated entity of the Company. Please see Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding vehicle-to-grid ("V2G") enabled Electric Vehicle ("EV") fleet deployments. Levo utilizes Nuvve’s V2G technology and conditional capital contribution commitments from Stonepeak and Evolve to offer Fleet-as-a-Service ("FaaS") for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.
Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and supports the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice.
Levo focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 2 – Summary of Significant Accounting Policies
For a detailed discussion about the Company’s significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
During the six months ended June 30, 2024, there were no significant updates made to the Company’s significant accounting policies.
Basis of Presentation
The accompanying (i) unaudited condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (ii) unaudited interim condensed consolidated financial statements have been prepared in accordance pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Therefore, it is recommended that these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the 2023 Form 10-K, filed with the SEC on March 28, 2024.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and total equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2024 or any future period.
In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $158.9 million and $148.2 million as of June 30, 2024 and December 31, 2023, respectively. The Company incurred operating losses of approximately $13.0 million as of the six months ended June 30, 2024, and $32.1 million and $36.9 million for the years ended December 31, 2023, and 2022, respectively. The Company's cash used in operations were $8.7 million for the six months ended June 30, 2024, and $21.3 million and $34.1 million for the years ended December 31, 2023, and 2022, respectively. As of June 30, 2024, the Company had a cash balance, working capital, and total equity of $1.4 million, $2.6 million and $2.7 million, respectively. The Company continues to expect to generate operating losses and negative cash flows and will need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure.
Management plans to fund current operations through increased revenues and raising additional capital. Management's expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated. However, as such, plans are not solely within management’s control, management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements.
The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Principles of Consolidation
The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation.
Variable Interest Entities
Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.
The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve.
Assets and Liabilities of Consolidated VIEs
The Company's condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net income (loss) attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021.
The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIE. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at June 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets | | | |
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Cash | $ | 4,953 | | | $ | 27,337 | |
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Prepaid expenses and other current assets | 341 | | | 1,363 | |
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Total Assets | $ | 5,294 | | | $ | 28,700 | |
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Liabilities | | | |
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Accounts payable | $ | 24,280 | | | $ | 8,380 | |
Accrued expenses and dividend payable | 761,329 | | | 620,421 | |
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Derivative liability - non-controlling redeemable preferred shares | 313,354 | | | 309,728 | |
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Total Liabilities | $ | 1,098,963 | | | $ | 938,529 | |
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Redeemable Non-Controlling Interest - Mezzanine Equity
Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a triggering event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s unaudited condensed consolidated balance sheets. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Non-controlling interests
The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company, which is neither an EGC nor an EGC that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, annual bonus accrual, and the recognition and disclosure of contingent liabilities.
Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates.
Cash and Restricted Cash
The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of June 30, 2024 and December 31, 2023 was $480,000.
Concentrations of Credit Risk
At June 30, 2024 and December 31, 2023, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables.
The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:
For the three and six months ended June 30, 2024 three customers accounted for 57.1% and 44.7% of revenue, respectively. For the three and six months ended June 30, 2023 two and one customer accounted for 28.4% and 27.5% of revenue, respectively.
During the three and six months ended June 30, 2024, the Company's top five customers accounted for approximately 75.4% and 62.4% of the Company’s total revenue, respectively. During the three and six months ended June 30, 2023, the Company's top five customers accounted for approximately 53.5% and 52.1% of the Company’s total revenue, respectively.
At June 30, 2024, three customers accounted for 68.9% of accounts receivable. At December 31, 2023, three customers accounted for 60.9% of accounts receivable.
Approximately 95.0% and 74.0% of the Company’s trade accounts receivable balance was with five customers at June 30, 2024 and December 31, 2023, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
recorded on the balance sheet. The trade accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts.
Recently adopted accounting pronouncements
None Applicable
Recently issued accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company’s CODM. The amendments in this update also provide new segment disclosure requirements for entities with a single reportable segment, and expand the interim segment disclosure requirements. ASU 2023-07 is effective for the fiscal year ending December 31, 2024 and for the Company’s interim periods beginning with the first quarter ended 2025. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s fiscal year ending December 31, 2025. Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 3 – Revenue Recognition
The disclosures below discuss the Company’s material revenue contracts.
The following table provides information regarding disaggregated revenue:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue recognized over time: | | | | | | | |
Services - engineering and others | $ | 186,269 | | | $ | 409,895 | | | $ | 366,500 | | | $ | 631,731 | |
Grid services | 115,298 | | | 92,391 | | | 154,938 | | | 222,054 | |
Grants | 131,421 | | | 71,118 | | | 214,837 | | | 145,519 | |
Revenue recognized at point in time: | | | | | | | |
Products | 369,192 | | | 1,546,723 | | | 845,661 | | | 2,975,609 | |
Total revenue | $ | 802,180 | | | $ | 2,120,127 | | | $ | 1,581,936 | | | $ | 3,974,913 | |
The aggregate amount of revenue for the Company’s existing contracts and grants with customers as of June 30, 2024 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated balance sheet, for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less):
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2024 (remaining six months) | 386,817 | |
2025 | 286,168 | |
2026 | 148,109 | |
2027 | 113,197 | |
Thereafter | 135,687 | |
Total (1) | $ | 1,069,978 | |
__________________
(1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure.
The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues by geography:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenues: | | | | | | | |
United States | $ | 746,454 | | | $ | 1,979,610 | | | $ | 1,502,064 | | | $ | 3,738,063 | |
United Kingdom | — | | | — | | | — | | | 33,483 | |
Denmark | 55,726 | | | 140,517 | | | 79,872 | | | 203,367 | |
| $ | 802,180 | | | $ | 2,120,127 | | | $ | 1,581,936 | | | $ | 3,974,913 | |
The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Long-lived assets: | | | |
United States | $ | 1,649,866 | | | $ | 1,741,009 | |
United Kingdom | 2,154 | | | 2,894 | |
Denmark | 190,380 | | | 224,564 | |
| $ | 1,842,400 | | | $ | 1,968,467 | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 4 – Fair Value Measurements
The following are the liabilities measured at fair value on the condensed consolidated balance sheet at June 30, 2024 and December 31, 2023 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
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| Level 1: Quoted Prices in Active Markets for Identical Assets | | Level 2: Significant Other Observable Inputs | | Level 3: Significant Unobservable Inputs | | Total at June 30, 2024 | | Total Gains (Losses) For The Three Months Ended June 30, 2024 | | Total Gains (Losses) For The Six Months Ended June 30, 2024 | |
Recurring fair value measurements | | | | | | | | | | | | |
Private warrants | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
Stonepeak and Evolve unvested warrants | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
2022 July Institutional/Accredited Investor warrants | $ | — | | | $ | — | | | $ | 3 | | | $ | 3 | | | $ | 3 | | | $ | 4,621 | | |
2024 February Institutional/Accredited Investor warrants | $ | — | | | $ | — | | | $ | 1,484,504 | | | $ | 1,484,504 | | | $ | 1,584,770 | | | $ | 2,307,813 | | |
Derivative liability - non-controlling redeemable preferred shares | $ | — | | | $ | — | | | $ | 313,354 | | | $ | 313,354 | | | $ | 7,907 | | | $ | (3,626) | | |
Total recurring fair value measurements | $ | — | | | $ | — | | | $ | 1,797,861 | | | $ | 1,797,861 | | | $ | 1,592,680 | | | $ | 2,308,808 | | |
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| Level 1: Quoted Prices in Active Markets for Identical Assets | | Level 2: Significant Other Observable Inputs | | Level 3: Significant Unobservable Inputs | | Total at December 31, 2023 | | Total Gains (Losses) For The Three Months Ended June 30, 2023 | | Total Gains (Losses) For The Six Months Ended June 30, 2023 |
Recurring fair value measurements | | | | | | | | | | | |
Private warrants | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 784 | | | $ | 1,784 | |
Stonepeak and Evolve unvested warrants | $ | — | | | $ | — | | | $ | — | | | $ | — | | | — | | | — | |
2022 July Institutional/Accredited Investor warrants | $ | — | | | $ | — | | | $ | 4,621 | | | $ | 4,621 | | | $ | 143,010 | | | $ | (71,748) | |
Derivative liability - non-controlling redeemable preferred shares | $ | — | | | $ | — | | | $ | 309,728 | | | $ | 309,728 | | | $ | 83,059 | | | $ | 6,219 | |
Total recurring fair value measurements | $ | — | | | $ | — | | | $ | 314,349 | | | $ | 314,349 | | | $ | 226,853 | | | $ | (63,745) | |
The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Private warrants | | Stonepeak and Evolve unvested warrants | | 2022 July Institutional/Accredited Investor warrants | | 2024 February Institutional/Accredited Investor warrants | | Non-controlling redeemable preferred shares - derivative liability | |
| | | | | | | | | | |
Balance at December 31, 2023 | $ | — | | | $ | — | | | $ | 4,621 | | | $ | — | | | $ | 309,728 | | |
Initial fair value | — | | | — | | | — | | | 3,792,317 | | | — | | |
Total (gains) losses for period included in earnings | — | | | — | | | (4,619) | | | (723,043) | | | 11,533 | | |
Balance at March 31, 2024 | — | | | — | | | 3 | | | 3,069,274 | | | 321,261 | | |
Total (gains) losses for period included in earnings | — | | | — | | | (3) | | | (1,584,770) | | | (7,907) | | |
Balance at June 30, 2024 | $ | — | | | $ | — | | | $ | — | | | $ | 1,484,504 | | | $ | 313,354 | | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The fair value of the level 3 Private Warrants was estimated at June 30, 2024 using the Black-Scholes model which used the following inputs: term of 1.72 years, risk free rate of 4.82%, no dividends, volatility of 46.0%, and strike price of $460.00.
The fair value of the level 3 Private Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs: term of 2.22 years, risk free rate of 4.20%, no dividends, volatility of 60.0%, and strike price of $460.00.
The fair value of the level 3 2022 July Institutional/Accredited Investor warrants was estimated at June 30, 2024 using the Black-Scholes model which used the following inputs: term of 3.60 years, risk free rate of 4.47%, no dividends, volatility of 57.0%, common stock price of $0.80, and strike price of $150.00.
The fair value of the level 3 2022 July Institutional/Accredited Investor warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs: term of 4.10 years, risk free rate of 3.92%, no dividends, volatility of 63.0%, common stock price of $0.12, and strike price of $150.00.
The fair value of the level 3 2024 February Institutional/Accredited Investor warrants was estimated at June 30, 2024 using the Black-Scholes model which used the following inputs: term of 4.60 years, risk free rate of 4.37%, no dividends, volatility of 99.0%, common stock price of $0.80, and strike price of $2.00.
The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2024:
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| | Series C Unvested Warrants | | Series D Unvested Warrants | | Series E Unvested Warrants | | Series F Unvested Warrants |
Fair value (in millions) | | $— | | $— | | $— | | $— |
Valuation methodology | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes |
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Capital expenditure forecast (in millions) | | $— | | $— | | $— | | $— |
Probability of warrants vesting (a) | | —% | | —% | | —% | | —% |
__________________
(a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. Therefore, at June 30, 2024, the Company has determined that it is unlikely that the unvested warrants will vest.
The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Series C Unvested Warrants | | Series D Unvested Warrants | | Series E Unvested Warrants | | Series F Unvested Warrants |
Fair value (in millions) | | $— | | $— | | $— | | $— |
Valuation methodology | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes | | Monte Carlo Simulation & Black Scholes |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Capital expenditure forecast (in millions) | | $— | | $— | | $— | | $— |
Probability of warrants vesting (a) | | —% | | —% | | —% | | —% |
__________________
(a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants. Therefore, at December 31, 2023, the Company has determined that it is unlikely that the unvested warrants will vest.
The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at June 30, 2024 using the Monte Carlo Simulation model which used the following inputs: terms range from 0.09 years to 7.0 years, risk free rate of 4.4%, no dividends, volatility of 101.0% and probability of redemptions triggered of 75.0%.
The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2023 using the Monte Carlo Simulation model which used the following inputs: terms range from 0.60 years to 7.0 years, risk free rate of 3.9%, no dividends, volatility of 79.0% and probability of redemptions triggered of 75.0%.
There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2024 and 2023.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments.
Note 5 - Derivative Liability - Non-Controlling Redeemable Preferred Stock
The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. Separation of the redemption features as a derivative liability is required because its economic characteristics and risks are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics of the redeemable preferred stock. The economic characteristics of the redemption features are considered more akin to a debt instrument because the minimum redemption value could be greater than the face amount, the redemption features are contingently exercisable, and the shares carry a fixed mandatory dividend.
Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative
liability” financial statement line item of the Company’s condensed consolidated statements of operations. For additional information on the non-controlling redeemable preferred stock, see Note 18.
The following table displays the fair value of derivatives by balance sheet line item:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
Derivative liability - non-controlling redeemable preferred shares | $ | 313,354 | | | $ | 309,728 | |
| | | |
| | | |
Note 6 – Investments
The Company accounts for its 13% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. The Company has a consulting services agreement with Dreev related to software development and operations. The consulting services were zero for the three and six months ended June 30, 2024. The consulting services were zero for the three and six months ended June 30, 2023. The consulting services are being provided to Dreev at the Company’s cost and is recognized as other income, net in the condensed consolidated statements of operations.
Note 7 – Account Receivables, Net
The following tables summarizes the Company's accounts receivable:
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | | | |
Trade receivables | | $ | 831,909 | | | $ | 2,107,497 | |
| | | | |
Less: allowance for credit losses | | (315,716) | | | (382,598) | |
| | | | |
| Accounts receivable, net | $ | 516,193 | | | $ | 1,724,899 | |
| | | | |
Allowance for credit losses: | | | | |
| | | | |
| Balance December 31, 2023 | $ | (382,598) | | | |
| Provision | (41,175) | | | |
| Write-off | — | | | |
| Recoveries | 108,057 | | | |
| Balance at June 30, 2024 | $ | (315,716) | | | |
| | | | |
| | | | |
| | | | |
| | | | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 8 – Inventories
The following table summarizes the Company’s inventories balance by category:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
DC Chargers | $ | 5,357,368 | | | $ | 5,275,934 | |
AC Chargers | 446,357 | | | 236,316 | |
| | | |
Component parts and Carbon Credit | 240,411 | | | 377,203 | |
Total | $ | 6,044,136 | | | $ | 5,889,453 | |
Note 9 – Property, Plant and Equipment
The following table summarizes the Company’s property, plant and equipment balance:
| | | | | | | | | | | | | | | | | | | | |
| Useful Lives | June 30, 2024 | | December 31, 2023 |
| | | | | | |
| | | | | | |
Computers & Servers | 1 year | to | 3 years | $ | 169,528 | | | $ | 154,337 | |
Vehicles | 5 years | to | 7 years | 65,492 | | | 65,577 | |
| | | | | | |
Office furniture and equipment | 3 years | to | 5 years | 366,323 | | | 366,323 | |
Test units and loaned chargers (1) | 5 years | to | 7 years | 628,032 | | | 598,820 | |
Total | | | | 1,229,375 | | | 1,185,057 | |
Less: Accumulated Depreciation | | | | (519,459) | | | (418,793) | |
Property, plant and equipment, net | | | | $ | 709,916 | | | $ | 766,264 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Depreciation expense | $ | 51,088 | | | $ | 46,571 | | | $ | 102,884 | | | $ | 96,529 | |
| | | | | | | |
__________________(1) Represents DC Chargers temporary loaned out to customers while their DC Chargers are being repaired.
Note 10 – Intangible Assets
At both June 30, 2024 and December 31, 2023, the Company had recorded a gross intangible asset balance of $2,091,556, which is related to patent and intangible property rights acquired. Amortization expense of intangible assets was $34,860 for each of the three months ended June 30, 2024 and 2023. Amortization expense of intangible assets was $69,719 for each of the six months ended June 30, 2024 and 2023. Accumulated amortization totaled $959,072 and $889,353 at June 30, 2024 and December 31, 2023, respectively.
The net amount of intangible assets of $1,132,483 at June 30, 2024, will be amortized over the weighted average remaining life of 8.3 years.
Total estimated future amortization expense is as follows:
| | | | | |
2024 (remaining six months) | $ | 69,717 | |
2025 | 139,437 | |
2026 | 137,770 | |
2027 | 132,770 | |
2028 | 132,770 | |
Thereafter | 520,019 | |
| $ | 1,132,483 | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 11 – Stockholders’ Equity (Deficit)
Reverse Stock Split
The reverse stock split did not affect the number of authorized shares of the Company's common stock or the par value of the common stock. Following the reverse stock split effectiveness on January 19, 2024, all references in the condensed consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1- for - 40 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented.
Authorized Shares
As of June 30, 2024, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 11, “Stockholders' Equity,” in the Notes to Consolidated Financial Statements included in the Company’s 2023 Form 10-K for a detailed discussion of the Company’s stockholders' equity.
February 2024 Public Offering
On January 31, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of its securities (the “Offering”). The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024. On February 2, 2024, the Company completed the Offering and received gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses. Craig-Hallum received underwriting discounts and commissions equal to 7.0% of the gross proceeds of the Offering, and is further entitled to receive 7.0% of the gross proceeds received by the Company in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.
As noted above, on January 31, 2024, the Company entered into an Underwriting Agreement regarding the Offering which was comprised of the followings:
1.3,035,000 shares of common stock;
2.1,765,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock;
3.4,800,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $2.00 per share and a term of five years following the issuance date;
4.4,800,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of nine months following the issuance date; and
5.4,800,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of five years following the issuance date, subject to early expiration as described below.
Each share of common stock and Pre-Funded Warrant issued in the Offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock. The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $2.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $1.9999, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. In addition, Craig-Hallum was granted warrants to purchase up to 480,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $2.00 per share. The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 240,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.
The fair value of the Series A, B and C Warrants are recorded as a liability in the condensed consolidated balance sheets with changes in fair value recorded in the condensed consolidated statements of operations as the warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the warrants recorded in the condensed consolidated statement of operations.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Warrants - Stonepeak and Evolve
On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were: series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the vested warrants are recorded in the condensed consolidated balance sheets in additional paid-in capital in stockholders' equity as the vested warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The unvested warrants are recorded as a liability in the condensed consolidated balance sheets at fair value, with changes in fair value recorded in the condensed consolidated statements of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the unvested warrants recorded in the condensed consolidated statement of operations. The Company issued to Stonepeak and Evolve the following ten year warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve):
•Series B warrants to purchase 50,000 shares of the Company’s common stock, at an exercise price of $400.00 per share, which are fully vested upon issuance,
•Series C warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $600.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures,
•Series D warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $800.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures,
•Series E warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $1,200.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures, and
•Series F warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $1,600.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures.
The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date.
Securities Purchase Agreement
On May 17, 2021, in connection with the signing of the Letter Agreement, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provide them from time to time between November 13, 2021 and November 17, 2028, in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $2,000.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance sheets as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification.
In connection with the signing of the Letter Agreement, as referenced above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve.
•The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions. In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company.
Warrants - Public and Private
In connection with its initial public offering on February 19, 2020, Newborn sold 143,750 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 6,813 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 35,625 of Newborn’s common stock, at a purchase price of $400.00 per share, for an aggregate purchase price of $14,250,000 (the "PIPE"). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $460.00 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them.
Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the condensed consolidated balance sheet at fair value, with changes in fair value recorded in the condensed consolidated statement of operations. The Private Warrants are reflected as a liability in the condensed consolidated balance sheet as of June 30, 2024 and the change in the fair value of the Private Warrants is reflected in the condensed consolidated statement of operations. See Note 4 for details of changes in fair value of the Private Warrants recorded in the condensed consolidated statement of operations.
The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Warrants | | Number of Warrants Exercised | | Number of Warrants Exercisable | | Exercise Price | | Expiration Date |
Public Warrants | 71,875 | | — | | | 71,875 | | | $460.00 | | March 19, 2026 |
Private Warrants | 3,406 | | — | | | 3,406 | | | $460.00 | | March 19, 2026 |
PIPE Warrants | 33,844 | | — | | | 33,844 | | | $460.00 | | March 19, 2026 |
Stonepeak/Evolve Warrants - series B | 50,000 | | — | | | 50,000 | | | $400.00 | | May 17, 2031 |
Stonepeak/Evolve Warrants - series C | 25,000 | | — | | | 12,500 | | | $600.00 | | May 17, 2031 |
Stonepeak/Evolve Warrants - series D | 25,000 | | — | | | 12,500 | | | $800.00 | | May 17, 2031 |
Stonepeak/Evolve Warrants - series E | 25,000 | | — | | | 12,500 | | | $1,200.00 | | May 17, 2031 |
Stonepeak/Evolve Warrants - series F | 25,000 | | — | | | 12,500 | | | $1,600.00 | | May 17, 2031 |
2022 July Institutional/Accredited Investor Warrants | 100,000 | | — | | | 100,000 | | | $150.00 | | January 29, 2028 |
2024 February Institutional/Accredited Investor Pre-Funded Warrants | 575,000 | | 575,000 | | | — | | | $0.0001 | | February 2, 2029 |
2024 February Institutional/Accredited Investor Warrants - series A | 4,800,000 | | — | | | 4,800,000 | | | $2.00 | | February 2, 2029 |
2024 February Institutional/Accredited Investor Warrants - series B | 4,800,000 | | 300,000 | | | 4,500,000 | | | $2.00 | | November 2, 2024 |
2024 February Institutional/Accredited Investor Warrants - series C | 4,800,000 | | — | | | 4,800,000 | | | $2.00 | | February 2, 2029 |
| 15,334,125 | | 875,000 | | | 14,409,125 | | | | |
Unit Purchase Option
On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $100, a unit purchase option ("UPO") to purchase up to a total of 7,906 units at $460.00 per unit (or an aggregate exercise price of $3,636,875) commencing on the date of Newborn's initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one-tenth of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $460.00 per share. The warrant has the same terms as the Public Warrant. In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five and seven years, respectively, from the effective date of the IPO, including securities directly and indirectly issuable upon exercise of the unit purchase option. The UPO is classified within stockholders’ equity as “additional paid-in capital” in accordance with ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity, as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 12 – Stock Option Plan
In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 100,000 shares. As of June 30, 2024, there is an aggregate of 182,500 common shares reserved for issuance under the 2020 Plan. All options granted to date have a ten year contractual life and vesting terms of four years. In general, vested options expire if not exercised 90 days after termination of service. A total of 59,727 shares of common stock remained available for future issuance under the 2020 Plan as of August 6, 2024. Forfeitures are accounted for as they occur.
Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Options | $ | 362,748 | | | $ | 667,923 | | | $ | 1,040,231 | | | $ | 1,350,871 | |
Restricted stock | 119,052 | | | 389,646 | | | 287,956 | | | 985,807 | |
Stock options - modified options | — | | | 11,618 | | | 169 | | | 24,250 | |
Profit interest units | 31,226 | | | 34,219 | | | 62,452 | | | (291,701) | |
Total | $ | 513,026 | | | $ | 1,103,406 | | | $ | 1,390,808 | | | $ | 2,069,227 | |
The following is a summary of the stock option activity under the 2010 Plan for the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Weighted- Average Exercise Price per Share($) | | Weighted- Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value($) |
Outstanding - December 31, 2023 | 19,115 | | | 102.75 | | | 3.53 | | — | |
Granted | — | | | — | | | — | | | — | |
Exercised | — | | | — | | | — | | | — | |
Forfeited | (11) | | | 344.89 | | | — | | | — | |
Expired/Cancelled | (53) | | | 54.61 | | | — | | | — | |
Outstanding - June 30, 2024 | 19,051 | | | 102.85 | | | 3.01 | | — | |
| | | | | | | |
Options Exercisable at June 30, 2024 | 19,044 | | | 102.76 | | | 3.00 | | — | |
Options Vested at June 30, 2024 | 19,044 | | | 102.76 | | | 3.00 | | — | |
| | | | | | | |
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2024 was zero.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Shares | | Weighted- Average Exercise Price per Share ($) | | Weighted- Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value($) |
Outstanding - December 31, 2023 | 57,892 | | | 338.67 | | | 7.91 | | — | |
Granted | — | | | — | | | — | | | — | |
Exercised | — | | | — | | | — | | | — | |
Forfeited | (4,087) | | | 123.89 | | | — | | | — | |
Expired/Cancelled | (4,618) | | | 109.54 | | | — | | | — | |
Outstanding - June 30, 2024 | 49,187 | | | 377.73 | | | 7.22 | | — | |
| | | | | | | |
Options Exercisable at June 30, 2024 | 29,581 | | | 501.82 | | | 6.89 | | — | |
Options Vested at June 30, 2024 | 29,581 | | | 501.82 | | | 6.89 | | — | |
| | | | | | | |
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2024 was zero.
During the year ended December 31, 2021, 41,000 options were modified to lower the exercise price by $24.00 per share, which resulted in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the three and six months ended June 30, 2024, was zero and $169, respectively. The amount of additional compensation expense for the three and six months ended June 30, 2023, was $11,618 and $24,250, respectively.
Other Information:
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | |
| | 2024 | | 2023 | | |
Amount received from option exercised | | $ | — | | | $ | — | | | |
| | | | | | |
| | June 30, 2024 | | | | Weighted average remaining recognition period |
Total unrecognized options compensation costs | | $ | 1,810,081 | | | | | 0.82 |
No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options.
A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2023, and changes during the six months ended June 30, 2024, is presented below:
| | | | | | | | | | | |
| Shares | | Weighted- Average Grant Date Fair Value($) |
Nonvested at December 31, 2023 | 10,307 | | | 98.03 | |
Granted | — | | | — | |
Vested/Release | (7,334) | | | 261.14 | |
Cancelled/Forfeited | (2,933) | | | 280.13 | |
Nonvested and Outstanding at June 30, 2024 | 40 | | | 1,587.46 | |
As of June 30, 2024, there was $1,851 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 0.09 years.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 13 – Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Income tax expense | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Effective tax rate | 0.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % |
The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the six months ended June 30, 2024, there was no material change from the year ended December 31, 2023 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 14 – Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ | (4,176,717) | | | $ | (8,224,707) | | | $ | (11,127,626) | | | $ | (16,121,858) | |
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted | 6,230,284 | | | 693,353 | | | 5,172,358 | | | 653,245 | |
Net Loss per share attributable to Nuvve common stockholders, basic and diluted | $ | (0.67) | | | $ | (11.86) | | | $ | (2.15) | | | $ | (24.68) | |
The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Stock options issued and outstanding | 72,847 | | 63,074 | | | 68,761 | | 62,783 | |
Nonvested restricted stock issued and outstanding | 5,176 | | 9,590 | | | 40 | | 8,625 | |
Public warrants | 71,875 | | 71,875 | | | 71,875 | | 71,875 | |
Private warrants | 3,406 | | 3,406 | | | 3,406 | | 3,406 | |
PIPE warrants | 33,844 | | 33,844 | | | 33,844 | | 33,844 | |
Stonepeak and Evolve warrants | 150,000 | | 150,000 | | | 150,000 | | 150,000 | |
Stonepeak and Evolve options | 125,000 | | 125,000 | | | 125,000 | | 125,000 | |
2022 July Institutional/Accredited Investor Warrants | 100,000 | | | 100,000 | | | 100,000 | | | 100,000 | |
| | | | | | | |
2024 February Institutional/Accredited Investor Warrants - series A | 4,800,000 | | | — | | | 4,800,000 | | | — | |
2024 February Institutional/Accredited Investor Warrants - series B | 4,500,000 | | | — | | | 4,500,000 | | | — | |
2024 February Institutional/Accredited Investor Warrants - series C | 4,800,000 | | | — | | | 4,800,000 | | | — | |
Total | 14,662,149 | | 556,789 | | | 14,652,926 | | 555,533 | |
Note 15 – Related Parties
As described in Note 6, the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests. During the three and six months ended June 30, 2024 the Company recognized revenue of $63,517 and $139,176, respectively, from an entity that is an investor in the Company. During the three and six months ended June 30, 2023, the Company recognized revenue of zero and $65,670, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of zero at June 30, 2024 and December 31, 2023 from the same entity that is an investor in the Company.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 16 – Leases
The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties.
The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs.
Supplemental unaudited condensed consolidated balance sheet information related to leases is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Classification | | June 30, 2024 | | December 31, 2023 |
| | | | | | |
Operating lease assets | | Right-of-use operating lease assets | | $ | 4,593,229 | | | 4,839,526 | |
Finance lease assets | | Property, plant and equipment, net | | 9,925 | | | 13,154 | |
Total lease assets | | | | $ | 4,603,154 | | | $ | 4,852,680 | |
| | | | | | |
Operating lease liabilities - current | | Operating lease liabilities - current | | $ | 848,497 | | | 856,250 | |
Operating lease liabilities - noncurrent | | Operating lease liabilities - noncurrent | | 4,413,069 | | | 4,646,383 | |
Finance lease liabilities - current | | Other liabilities - current | | 7,170 | | | 7,391 | |
Finance lease liabilities - noncurrent | | Other long-term liabilities | | 4,621 | | | 7,764 | |
Total lease liabilities | | | | $ | 5,273,357 | | | $ | 5,517,788 | |
The components of lease expense are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended June 30, | | Three Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | Classification | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | | | |
Operating lease expense | | Selling, general and administrative | | $ | 228,633 | | | $ | 228,633 | | | $ | 457,248 | | | $ | 457,267 | |
Finance lease expense: | | | | | | | | | | |
Amortization of finance lease assets | | Selling, general and administrative | | 1,423 | | | 1,432 | | | 2,547 | | | 2,855 | |
Interest on finance lease liabilities | | Interest income, net | | 321 | | | 464 | | | 678 | | | 957 | |
Total lease expense | | | | $ | 230,377 | | | $ | 230,529 | | | $ | 460,473 | | | $ | 461,079 | |
| | | | | | | | | | | | | | |
| | Operating Lease | | Finance Lease |
Maturities of lease liabilities are as follows: | | June 30, 2024 | | June 30, 2024 |
2024 | | $ | 440,551 | | | $ | 3,585 | |
2025 | | 893,046 | | | 7,170 | |
2026 | | 921,273 | | | 1,793 | |
2027 | | 946,683 | | | — | |
2028 | | 937,727 | | | — | |
Thereafter | | 2,860,827 | | | — | |
Total lease payments | | 7,000,107 | | | 12,548 | |
Less: interest | | (1,738,541) | | | (757) | |
Total lease obligations | | $ | 5,261,566 | | | $ | 11,791 | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Lease term and discount rate: | | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
Weighted-average remaining lease terms (in years): | | | | |
Operating lease | | 7.4 | | 7.8 |
Finance lease | | 1.8 | | 2.5 |
| | | | |
Weighted-average discount rate: | | | | |
Operating lease | | 7.8% | | 7.8% |
Finance lease | | 7.8% | | 7.8% |
Other Information:
| | | | | | | | | | | | | | | | | | |
| | | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | | | 2024 | | 2023 |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
Operating cash flows - operating leases | | | | $ | 252,997 | | | $ | 229,044 | |
Operating cash flows - finance leases | | | | $ | 3,526 | | | $ | 4,686 | |
Financing cash flows - finance leases | | | | $ | 5,477 | | | $ | 4,480 | |
| | | | | | |
Leased assets obtained in exchange for new finance lease liabilities | | | | $ | 9,925 | | | $ | 15,918 | |
Leased assets obtained in exchange for new operating lease liabilities | | | | $ | — | | | $ | — | |
Sublease
In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $2,250 to $14,500 per month. The sublease has no option for renewal or extension at the end of the sublease term.
Sublease income are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended June 30, | | Three Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | Classification | | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | | | |
Sublease lease income | | Other, net | | $ | 112,578 | | | $ | 101,915 | | | $ | 213,379 | | | $ | 231,685 | |
Lessor
In February 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease components. The lease component is the EVSE and non-lease components are the EPCs. The Company accounted for the lease components as a sale-type lease with the investment in lease of $106,916 and $112,255 at June 30, 2024 and December 31, 2023, respectively.
Lease income are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended June 30, | | Three Months Ended June 30, | | Six Months Ended June 30, | | Six Months Ended June 30, |
| | Classification | | | 2024 | | 2023 | | 2024 | | 2023 |
Lease income | | Products and services | | | $ | 1,138 | | | $ | 24,027 | | | $ | 2,276 | | | $ | 24,027 | |
Interest income | | Products and services | | | 4,864 | | | 3,835 | | | 8,979 | | | 6,430 | |
Total lease income | | | | | $ | 6,002 | | | $ | 27,862 | | | $ | 11,255 | | | $ | 30,457 | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 17 – Commitments and Contingencies
(a) Legal Matters
The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Please see Note 17(e) and (f) below for details regarding legal proceedings with Company suppliers.
(b) Research Agreement
Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For the six months ended June 30, 2024 and 2023, $42,714 and $233,333, respectively, were paid under the research agreement. In September 2023, the agreement was renewed through December 2024. At June 30, 2024, $213,571 remained to be paid under the renewed agreement.
(c) In-Licensing
The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of June 30, 2024 and December 31, 2023, no royalty expenses had been incurred under this agreement.
In November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware ("Seller") whereby all rights, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen year expected life of the patents underlying the intellectual property. Under the terms of the agreement, the Company will pay up to an aggregate $7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows:
| | | | | | | | |
Milestone Event: Aggregated Vehicles | | Milestone Payment Amount |
10,000 | | $ | 500,000 | |
20,000 | | 750,000 | |
40,000 | | 750,000 | |
60,000 | | 750,000 | |
80,000 | | 750,000 | |
100,000 | | 1,000,000 | |
200,000 | | 1,000,000 | |
250,000 | | 2,000,000 | |
| | $ | 7,500,000 | |
The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of June 30, 2024, no royalty expenses had been incurred under this agreement.
(d) Investment
The Company is committed to possible future additional contributions to the Investment in Dreev (Note 6) in the amount of $270,000.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(e) Purchase Commitments
On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC fast chargers and dispensers for EVs (the “DC Chargers”), for a total price of $13.2 million. A dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated.
On February 2, 2024 (the “Settlement Date”), the Company and Rhombus entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which, among other things, the Company agreed to pay Rhombus approximately $0.46 million for certain initial DC Chargers within 15 days from the Settlement Date. The Company further agreed to pay Rhombus an aggregate of $2.40 million for certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50% of which shall be paid within 12 months after the Settlement Date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date. The Settlement Agreement further provides for the dismissal of the legal action as to the Company and Rhombus. The Company and Rhombus agreed to release one another from any and all claims relating to the Dispute.
(f) School Bus Storage Litigation
In October and November 2021, the Company purchased an aggregate of five school buses from a certain school bus dealership in Pittsburgh, Pennsylvania. Thereafter, the Company entered into agreements to sell these buses to certain third-party purchasers. However, the dealership refused to release four of the buses and to provide us with a manufacturer statement of origin (an “MSO”) for all five buses, claiming that the Company owed them approximately $0.45 million in storage fees allegedly incurred since January 2022. The Company disputed that it had an obligation to pay the storage fees as well as the amount of fees demanded by the dealership, and filed a petition for preliminary injunction with the Court of Common Pleas of Allegheny County, Pennsylvania.
On November 1, 2023, the court granted the Company's petition for preliminary injunction requiring the dealership to release and provide keys for the four buses and to provide the MSOs for all five buses, contingent on the Company posting an injunction bond in the amount of $0.55 million within seven days of the order. The Company timely posted the injunction bond on November 7, 2023. The Company anticipates that the storage fee dispute with the dealership will be adjudicated by the end of the fiscal year 2024.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 18 - Non-Controlling Interest
For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the condensed consolidated financial statements.
Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests.
Levo Series B Redeemable Preferred Stock
Levo is authorized to issue 1,000,000 shares of Series B Preferred Stock at no par value.
The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo's Board of Directors, of 8.0% per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, and dividends are paid in cash. Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At June 30, 2024, Levo had accumulated unpaid accrued preferred dividends of $763,709, included in accrued liabilities, on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity.
At June 30, 2024, Series B Preferred Stock consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares Authorized | | Shares Issued and Outstanding | | Stated Value per Share | | Initial Carrying Value | | Cumulative Unpaid Accrued Preferred Dividends | | Liquidation Preference |
1,000,000 | | | 3,138 | | | $ | 1,000 | | | $ | 3,138,000 | | | $ | 763,709 | | | $ | 3,901,709 | |
The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. See Note 5 for detail disclosure of the derivative liability.
The redeemable preferred stock has been initially recognized at fair value of $3,138,000, the proceeds on the date of issuance. This amount has been further reduced by $497,606, the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven-year period from date of issuance of August 4, 2021 through July 4, 2028 (the date at which the preferred shareholders have the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings of Levo. During the six months ended June 30, 2024, Levo accreted $322,932 resulting in the carrying value of the redeemable preferred stock of $4,516,561.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance sheet at June 30, 2024:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| | | |
| | | |
| | | |
Beginning Balance | $ | (4,894,101) | | | (3,950,186) | |
Net income (loss) attributable to non-controlling interests | $ | (24,566) | | | (12,456) | |
Less: dividends paid to non-controlling interests | 151,508 | | | 285,595 | |
Less: Preferred share accretion adjustment | 322,932 | | | 645,864 | |
Non-controlling interests | $ | (5,393,107) | | | $ | (4,894,101) | |
The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| | | | | | | |
| | | |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income (loss) attributable to non-controlling interests | $ | (10,268) | | | $ | 8,466 | | | $ | (24,566) | | | $ | 14,754 | |
Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity
| | | | | | | | | | | | | | | |
| | | June 30, 2024 | | December 31, 2023 |
Beginning balance | | | $ | 4,193,629 | | | $ | 3,547,765 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Preferred share Accretion adjustment | | | 322,932 | | | 645,864 | |
Ending balance | | | $ | 4,516,561 | | | $ | 4,193,629 | |
Profits Interests Units (Class D Incentive Units)
In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General. Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.
Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units will vest as follows: (i) 80% of the Incentive Units will vest in equal 25.0% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion.
During the three and six months ended June 30, 2024, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $31,226 and $62,452, respectively. During the three and six months ended June 30, 2023, the Company recorded compensation expenses, included in selling, general, and administrative, under the Profits Interests of $34,219 and $62,451, respectively.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company uses the Monte Carlo Simulation model to estimate the fair value of Class D Incentive Units. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units outstanding as of June 30, 2024.
| | | | | |
| Class D Units |
Expected life of Class D Incentive Units (in years) (1) | 5.5 |
| |
Risk-free interest rate (2) | 3.02 | % |
Volatility (3) | 69.50 | % |
__________________
(1)The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.
(2)The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options.
(3)Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common Stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.
A summary of the status of the Company’s Class D Incentive Units as of December 31, 2023, and changes during the six months ended June 30, 2024, is presented below:
| | | | | | | | | | | |
| Shares | | Weighted- Average Grant Date Fair Value($) |
Nonvested at December 31, 2023 | 50,000 | | | 12.49 | |
Granted | — | | | — | |
Vested | — | | | — | |
Cancelled | — | | | — | |
Nonvested and Outstanding at June 30, 2024 | 50,000 | | | 12.49 | |
As of June 30, 2024, there was $220,930 of total unrecognized compensation cost related to nonvested Class D Incentive Units. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 1.50 years.
Note 19 - Subsequent Events
Term Loan
On August 9, 2024, the Company entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The Term Loan is a short-term, thirty-week, fixed interest rate obligation. Principal and interest on the Term Loan are payable in arrears weekly. The Term Loan is secured by certain Company assets, and it is evidenced by a subordinated secured promissory note.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restrict the Company's ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.
The foregoing summary of the Term Loan is qualified in its entirety by reference to the text of the agreement. Please refer to Exhibit 10.2 in this Quarterly Report on Form 10-Q for the full text of the agreement.
The following is a summary description of the key terms of the Term Loan:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt | | Debt Origination Date | | Maturity | | Principal Amount Borrowed | | Carrying Value | | Weighted Weekly Average Interest Rate |
Term loan | | 8/9/2024 | | 3/6/2025 | | $ | 1,000,000 | | | $ | 1,000,000 | | | 2.96 | % |
| | | | | | | | | | |
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Principal and interest payments of $50,750 is due weekly on the Term Loan for thirty weeks effective August 9, 2024 to March 6, 2025, when the Term Loan is fully paid off. Total interest of $522,501 is expected to be paid over the thirty-week loan period.
NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings with the Securities and Exchange Commission (“SEC”).
References in this Quarterly Report to “we,” “us” and “our” and to “Nuvve” and the “Company” are to Nuvve Holding Corp. and its subsidiaries.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Overview
We are a green energy technology company that provides, directly and through business ventures with our partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. Our proprietary V2G technology — Grid Integrated Vehicle ("GIVe") platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions.
Our proprietary V2G technology enables us to link multiple EV batteries into a virtual power plant to provide bi-directional services to the electrical grid. Our GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., aggregation of EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas plants). Our current addressable energy and capacity markets include grid services such as frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage.
Our customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles). We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants. We expect growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a declining percentage of our future business as our commercial operations expand.
We offer our customers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs. We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.
On August 4, 2021, we formed Levo Mobility LLC ("Levo"), a Delaware limited liability company, with Stonepeak Rocket Holdings LP ("Stonepeak"), a Delaware limited partnership and Evolve Transition Infrastructure LP ("Evolve"), a Delaware limited partnership. Levo is our consolidated subsidiary.
Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes our V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate
the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.
Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and support the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by our V2G platform, EV and charging station maintenance, energy management, and technical advice.
Levo focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
Backlog
Our total backlog represents the estimated future transaction price values for unsatisfied and partially satisfied estimated product and service deliveries to our customers. Backlog is generally determine based upon customer issued purchased orders or contracts with customers. Backlog does not include agreements we have with customers to earn future grid service revenues. Backlog is converted into revenue in future periods as we satisfy the performance obligations to our customers for our products and services, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.
Our estimated backlog on June 30, 2024, was $18.2 million, which we expect to be earned in future periods. We anticipate recognizing revenue from this backlog from 2024 through 2026.
Results of Operations
Three and Six Months Ended June 30, 2024 Compared with Three and Six Months Ended June 30, 2023
The following table sets forth information regarding our consolidated results of operations for the three and six months ended June 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Period-over-Period Change | | Six Months Ended June 30, | | Period-over-Period Change |
| 2024 | | 2023 | | Change ($) | | Change (%) | | 2024 | | 2023 | | Change ($) | | Change (%) |
Revenue | | | | | | | | | | | | | | | |
Products | $ | 369,192 | | | $ | 1,546,723 | | | $ | (1,177,531) | | | (76) | % | | $ | 845,661 | | | $ | 2,975,609 | | | $ | (2,129,948) | | | (72) | % |
Services | $ | 301,567 | | | $ | 502,286 | | | $ | (200,719) | | | (40) | % | | $ | 521,438 | | | $ | 853,785 | | | $ | (332,347) | | | (39) | % |
Grants | 131,421 | | | 71,118 | | | 60,303 | | | 85 | % | | 214,837 | | | 145,519 | | | 69,318 | | | 48 | % |
Total revenue | 802,180 | | | 2,120,127 | | | (1,317,947) | | | (62) | % | | 1,581,936 | | | 3,974,913 | | | (2,392,977) | | | (60) | % |
Operating expenses | | | | | | | | | | | | | | | |
Cost of product | 256,902 | | | 1,311,268 | | | (1,054,366) | | | (80) | % | | 593,574 | | | 2,679,841 | | | (2,086,267) | | | (78) | % |
Cost of service | 345,813 | | | 639,848 | | | (294,035) | | | (46) | % | | 518,585 | | | 732,179 | | | (213,594) | | | (29) | % |
Selling, general and administrative expenses | 4,489,772 | | | 6,097,336 | | | (1,607,564) | | | (26) | % | | 10,417,882 | | | 12,269,360 | | | (1,851,478) | | | (15) | % |
Research and development expense | 1,473,567 | | | 2,387,215 | | | (913,648) | | | (38) | % | | 3,063,144 | | | 4,487,303 | | | (1,424,159) | | | (32) | % |
Total operating expenses | 6,566,054 | | | 10,435,667 | | | (3,869,613) | | | (37) | % | | 14,593,185 | | | 20,168,683 | | | (5,575,498) | | | (28) | % |
Operating loss | (5,763,874) | | | (8,315,540) | | | 2,551,666 | | | (31) | % | | (13,011,249) | | | (16,193,770) | | | 3,182,521 | | | (20) | % |
Other income (expense) | | | | | | | | | | | | | | | |
Interest income, net | 10,736 | | | 20,644 | | | (9,908) | | | (48) | % | | 19,748 | | | 88,981 | | | (69,233) | | | (78) | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Change in fair value of warrants liability | 1,584,772 | | | 143,794 | | | 1,440,978 | | | NM | | 2,312,434 | | | (69,964) | | | 2,382,398 | | | NM |
Change in fair value of derivative liability | 7,907 | | | 83,059 | | | (75,152) | | | 90 | % | | (3,626) | | | 6,219 | | | (9,845) | | | 158 | % |
Other, net | 211,444 | | | 83,946 | | | 127,498 | | | 152 | % | | 4,941 | | | 524,332 | | | (519,391) | | | (99) | % |
Total other income, net | 1,814,859 | | | 331,443 | | | 1,483,416 | | | 448 | % | | 2,333,497 | | | 549,568 | | | 1,783,929 | | | 325 | % |
Loss before taxes | (3,949,015) | | | (7,984,097) | | | 4,035,082 | | | (51) | % | | (10,677,752) | | | (15,644,202) | | | 4,966,450 | | | (32) | % |
Income tax expense | — | | | — | | | — | | | — | % | | — | | | — | | | — | | | — | % |
Net loss | $ | (3,949,015) | | | $ | (7,984,097) | | | $ | 4,035,082 | | | (51) | % | | $ | (10,677,752) | | | $ | (15,644,202) | | | $ | 4,966,450 | | | (32) | % |
Less: Net (loss) income attributable to non-controlling interests | (10,268) | | | 8,466 | | | (18,734) | | | (221) | % | | (24,566) | | | 14,754 | | | (39,320) | | | (267) | % |
Net loss attributable to Nuvve Holding Corp. | $ | (3,938,747) | | | $ | (7,992,563) | | | $ | 4,053,816 | | | (51) | % | | $ | (10,653,186) | | | $ | (15,658,956) | | | $ | 5,005,770 | | | (32) | % |
________________
NM - Not Meaningful
Revenue
Total revenue was $0.80 million for the three months ended June 30, 2024, compared to $2.12 million for the three months ended June 30, 2023, a decrease of $1.32 million, or 62.2%. The decrease was primarily attributable to a $1.18 million decrease in products revenue and $0.2 million decrease in services revenue due to lower customers sales orders and shipments, partially offset by an increase in grants of $0.06 million. Products and services revenue for the three months ended June 30, 2024, consisted of DC and AC Chargers of $0.37 million, grid services revenue of $0.12 million, and engineering services of $0.19 million.
Total revenue was $1.6 million for the six months ended June 30, 2024, compared to $4.0 million for the six months ended June 30, 2023, an decrease of $2.4 million, or 60.2%. The decrease was primarily attributable to a $2.1 million decrease in products revenue and $0.3 million decrease in services revenue due to lower customers sales orders and shipments, partially offset by an increase in grants of $0.1 million. Products and services revenue for the six months ended June 30, 2024, consisted of sales of DC and AC Chargers of $0.8 million, grid services revenue of $0.2 million, and engineering services of $0.4 million.
Cost of Product and Service Revenue
Cost of products and services revenue for the three months ended June 30, 2024, decreased by $1.3 million to $0.6 million, or 69.1% compared to $2.0 million for the three months ended June 30, 2023 due to lower customers sales orders and shipments. Products and services margin increased by 5.4% to 10.1% for the three months ended June 30, 2024, compared to 4.8% in the same prior year period. Margin benefited from a lower mix of hardware charging stations’ sales and a higher mix of engineering services in the current quarter compared with the second quarter of 2023.
Cost of products and services revenue for the six months ended June 30, 2024, decreased by $2.3 million to $1.1 million, compared to $3.4 million for the six months ended June 30, 2023 due to lower customers sales orders and shipments. Products and services margin increased by 7.7% to 18.6% for the six months ended June 30, 2024, compared to 10.9% in the same prior year period. Margin was mostly impacted by a lower mix of hardware charging stations sales, and a higher mix of engineering services in the six months ended June 30, 2024.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.
Selling, general and administrative expenses were $4.5 million for the three months ended June 30, 2024, as compared to $6.1 million for the three months ended June 30, 2023, a decrease of $1.7 million, or 26.4%.
The decrease during the three months ended June 30, 2024 was primarily attributable to decreases in compensation expenses of $0.4 million, including share-based compensation, decreases in public company related costs of $0.3 million, decreases in subcontractor and outside services expenses of $0.4 million, decreases in travel and marketing/promotions related expenses of $0.4 million, and decreases in bad debt expenses of $0.1 million. Expenses resulting from the consolidation of Levo's activities during the three months ended June 30, 2024, accounted for $0.1 million of the decrease in selling, general and administrative expenses.
Selling, general and administrative expenses were $10.4 million for the six months ended June 30, 2024, as compared to $12.3 million for the six months ended June 30, 2023, a decrease of $1.9 million, or 15.1%.
The decrease during the six months ended June 30, 2024 was primarily attributable to decreases in compensation expenses of $0.4 million, including share-based compensation, decreases in subcontractor and outside services expenses of $0.7 million, and decreases in travel and marketing/promotions related expenses of $0.6 million, decreases in public company related costs of $0.3 million, decreases in insurance related expenses of $0.2 million, partially offset by increases in software subscriptions expenses of $0.1 million, and expenses resulting from the consolidation of Levo's activities during the six months ended June 30, 2024, of $0.1 million.
Research and Development Expenses
Research and development expenses decreased by $0.9 million, or 38.3%, from $2.4 million for the three months ended June 30, 2023 to $1.5 million for the three months ended June 30, 2024. Research and development expenses decreased by $1.4 million, or 31.7%, from $4.5 million for the six months ended June 30, 2023 to $3.1 million for the six months ended June 30, 2024. The decrease during the three and six months ended June 30, 2024 was primarily attributable to decreases in
compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles.
Other Income, net
Other income, net consists primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense). Other income, net increased by $1.5 million from $0.3 million of other income for the three months ended June 30, 2023, to $1.8 million in other income for the three months ended June 30, 2024. The increase during the three months ended June 30, 2024 was primarily attributable to the change in fair value of the warrants liability and sublease income related to the subleasing of part of our main office space (See Note 16). Other income, net consists primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense). Other income, net increased by $1.8 million from $0.5 million of other income for the six months ended June 30, 2023, to $2.3 million in other income for the six months ended June 30, 2024. The increase during the six months ended June 30, 2024 was primarily attributable to the change in fair value of the warrants liability and sublease income related to the subleasing of part of our main office space (See Note 16). Income Taxes
In each of the three and six months ended June 30, 2024 and 2023, we recorded no material income tax expenses. The income tax expenses during each of the three and six months ended June 30, 2024 and 2023 were minimal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance recorded for such losses.
Net Loss
Net loss decreased by $4.0 million, or 50.5%, from $8.0 million for the three months ended June 30, 2023, to $3.9 million for the three months ended June 30, 2024. The decrease in net loss was primarily due to an increase in other income of $1.5 million, and a decrease in operating expenses of $3.9 million, which includes a decrease in cost of product and services of $1.3 million, and a decrease in revenue of $1.3 million, for the above aforementioned reasons.
Net loss decreased by $5.0 million, or 31.7%, from $15.6 million for the six months ended June 30, 2023, to $10.7 million for the six months ended June 30, 2024. The decrease in net loss was primarily due to an increase in other income of $1.8 million, and a decrease in operating expenses of $5.6 million, which includes a decrease in cost of product and services of $2.3 million, and a decrease in revenue of $2.4 million, for the above aforementioned reasons.
Net Income (Loss) Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was $0.01 million for the three months ended June 30, 2024 compared to net income attributable to non-controlling interest of $0.01 million for the three months ended June 30, 2023. Net loss attributable to non-controlling interest was $0.02 million for the six months ended June 30, 2024 compared to net income attributable to non-controlling interest of $0.01 million for the six months ended June 30, 2023.
Net income (loss) is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Levo, an entity formed by us with Stonepeak and Evolve. We own 51% of Levo's common units and Stonepeak and Evolve own 49% of Levo's common units. We have determined that Levo is a variable interest entity (“VIE”) in which we are the primary beneficiary. Accordingly, we consolidated Levo and recorded a non-controlling interest for the share of Levo owned by Stonepeak and Evolve during the three and six months ended June 30, 2024.
Liquidity and Capital Resources
Sources of Liquidity
We are still an early-stage business enterprise. We have not yet demonstrated a sustained ability to generate sufficient revenue from sales of our technology and services or conduct sales and marketing activities necessary for the successful commercialization of our GIVe platform. We have not yet achieved profitability and have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We have incurred operating losses of approximately $13.0 million as of the six months ended June 30, 2024, and $32.1 million and $36.9 million for the years ended December 31, 2023, and 2022, respectively. Our cash used in operations were $8.7 million as of the six months ended June 30, 2024, and $21.3 million and $34.1 million for the years ended December 31, 2023, and 2022, respectively. As of June 30, 2024, we had a cash balance, working capital, and total equity of $1.4 million, $2.6 million and $2.7 million, respectively.
We have incurred net losses and negative cash flows from operations since our inception. We have funded our business operations primarily with the issuance of equity and cash from operations. We plan to fund current operations through increased revenues and raising additional capital. Please see below for details. However, there can be no assurance we will be successful in raising necessary funds in the future, on acceptable terms or at all.
February 2024 Public Offering
On January 31, 2024, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of its securities (the “Offering”). The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024. On February 2, 2024, we completed the Offering and received gross proceeds of approximately $9.6 million prior to deducting underwriting discounts and commissions and offering expenses. Craig-Hallum received underwriting discounts and commissions equal to 7.0% of the gross proceeds of the Offering, and is further entitled to receive 7.0% of the gross proceeds received by us in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.
As noted above, on January 31, 2024, we entered into an Underwriting Agreement regarding the Offering which was comprised of the followings:
1.3,035,000 shares of common stock;
2.1,765,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock;
3.4,800,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $2.00 per share and a term of five years following the issuance date;
4.4,800,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of nine months following the issuance date; and
5.4,800,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $2.00 per share and a term of five years following the issuance date, subject to early expiration as described below.
Each share of common stock and Pre-Funded Warrant issued in the offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock. The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $2.00. The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $1.9999, and the exercise price of each Pre-Funded warrant is $0.0001 per share. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. In addition, Craig-Hallum was granted warrants to purchase up to 480,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $2.00 per share. The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 240,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.
Shelf Registration
On April 25, 2022, we filed a shelf registration statement with the SEC which allows us, subject to limitations under the baby shelf rules discussed below, to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. Our ability to utilize the full capacity of our shelf registration, or any future shelf registration on Form S-3, is limited by our compliance with the baby shelf rules. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf
registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As a result, we will be limited by the baby shelf rules until such time our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any twelve-month period.
Fresno Economic Opportunities Commission ("Fresno EOC")
On May 14, 2024 (the “Effective Date”), the Company and Fresno EOC entered into a master services agreement to outline the general scope of work, timeline, and pricing pursuant to which the Company will provide services and materials to Fresno EOC in connection with a turnkey fleet electrification program for its 50-shuttle fleet (the “Agreement”).
Pursuant to the Agreement, between the Effective Date and June 30, 2036 (the “Term”), the Company will be responsible for the design and construction of a 26,000 square foot parking lot and implementing a comprehensive electrification system for Fresno EOC’s transit fleet, including the installation of electric vehicle chargers, solar power generation hardware and integrating a battery storage system. The Company also agreed to provide certain grant writing and project management services to Fresno EOC.
The total estimated fees and expenses payable to the Company by Fresno EOC for services and materials provided in relation to the Project during the Term is approximately $15.7 million. Each party’s obligations under the Agreement are contingent to the receipt of certain grant funding by Fresno EOC, provided that if Fresno EOC terminates the Agreement due to the failure to receive such grant funding, Fresno EOC has agreed to pay the Company for services provided on or prior to such termination subject to certain limitations. Additionally, each party may terminate the Agreement upon certain material breaches of the Agreement by the other party and failure to cure.
Term Loan
On August 9, 2024, we entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The Term Loan is a short-term, thirty-week, fixed interest rate obligation. Principal and interest on the Term Loan are payable in arrears weekly. The Term Loan is secured by certain of our assets, and it is evidenced by a subordinated secured promissory note.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restrict our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.
The foregoing summary of the Term Loan is qualified in its entirety by reference to the text of the agreement. Please refer to Exhibit 10.2 in this Quarterly Report on Form 10-Q for the full text of the agreement.
The following is a summary description of the key terms of the Term Loan:
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Debt | | Debt Origination Date | | Maturity | | Principal Amount Borrowed | | Carrying Value | | Weighted Weekly Average Interest Rate |
Term loan | | 8/9/2024 | | 3/6/2025 | | $ | 1,000,000 | | | $ | 1,000,000 | | | 2.96 | % |
| | | | | | | | | | |
Principal and interest payments of $50,750 is due weekly on the Term Loan for thirty weeks effective August 9, 2024 to March 6, 2025, when the Term Loan is fully paid off. Total interest of $522,501 is expected to be paid over the thirty-week loan period.
Levo
On August 4, 2021, we formed Levo with Stonepeak and Evolve to rapidly accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts in the United States through V2G hubs and Transportation as a service ("TaaS"). Levo utilizes our proprietary V2G technology, and the conditional capital contribution commitments from Stonepeak and Evolve of $750 million, subject to project approval process as outlined under the terms of the definitive agreements, to fund acquisition of electric fleets, and construction of EV infrastructure. Stonepeak and Evolve have the option to increase their conditional capital contribution commitments to $1.0 billion when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. See Note 11, in the Notes to Consolidated Financial Statements
included in the Company’s 2023 Form 10-K for a detailed discussion of the Company’s Stonepeak and Evolve Warrants related Securities Purchase Agreement (as defined in the Company's 2023 Form 10-K).
Cash Flows
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Net cash (used in) provided by: | | | |
Operating activities | $ | (8,736,566) | | | $ | (9,048,111) | |
Investing activities | (53,103) | | | 1,223,380 | |
Financing activities | 8,684,261 | | | 3,124,336 | |
Effect of exchange rate on cash and restricted cash | 2,162 | | | 5,503 | |
Net decrease in cash and restricted cash | $ | (103,246) | | | $ | (4,694,892) | |
Net cash used in operating activities during the six months ended June 30, 2024 was $8.7 million as compared to net cash used of $9.0 million in the six months ended June 30, 2023. The $0.3 million decrease in net cash used in operating activities was primarily attributable to lower use of cash for working capital during the six months ended June 30, 2024 as compared to the same prior period. Working capital during the six months ended June 30, 2024 was impacted by, among other items, lower net loss of $10.7 million, resulting from decrease in operating expenses and lower revenue. Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed to lower use of cash for working capital.
During the six months ended June 30, 2024, cash used for investing activities was $0.05 million as compared to net cash provided by investing activities of $1.2 million during the six months ended June 30, 2023. Net cash provided by investing activities during the six months ended June 30, 2023 were from the sale of our equity investment in Switch EV Ltd partnership alliance, partially offset by purchase of fixed assets.
Net cash provided for financing activities for the six months ended June 30, 2024 was $8.7 million, of which $8.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, and $0.2 million was from the exercise of common stock warrants, partially offset by issuance cost. Net cash provided for financing activities for the six months ended June 30, 2023 was $3.1 million, of which $2.3 million was the proceeds from direct offering, partially offset by issuance cost, and $0.8 million was provided in connection with the proceeds from the at-the-market common stock offering.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on its historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
For a summary of our significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2023 Form 10-K. For a summary of our critical accounting estimates, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in our 2023 Form 10-K.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2023 Form 10-K.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period.
The Company expects to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date the Company (a) is no longer an emerging growth company or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of the accompanying unaudited condensed consolidated financial statements of Nuvve included elsewhere in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the six months ended June 30, 2024.
In addition, the Company intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, the Company intends to rely on such exemptions, the Company is not required to, among other things: (a) provide an auditor’s attestation report on the Company’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); or (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
The Company will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2025, which the last day of the Company’s first fiscal year following the fifth anniversary of Newborn’s IPO, (b) the last date of the Company’s fiscal year in which the Company has total annual gross revenue of at least $1.235 billion, (c) the date on which the Company is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
The information required to be set forth under this Part II, Item 1 is incorporated by reference to Note 17 “Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors.
Item 1A. Risk Factors
Below we are providing, in supplemental form, changes to our risk factors from those previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. Our risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 provide additional discussion regarding these supplemental risks and we encourage you to read and carefully consider all of the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, together with the below, for a more complete understanding of the risks and uncertainties material to our business.
Our stock price has recently fallen below the Nasdaq Capital Market’s minimum closing bid price requirement of $1.00 per share for 30 consecutive days. Additionally, we have received notice from Nasdaq that our stockholders’ equity is below $2,500,000. Our failure to meet Nasdaq’s continued listing standards could result in the delisting of our common stock from the Nasdaq Capital Market, which could have a material adverse effect on our financial condition, negatively impact the price of our common stock and could make it more difficult for holders of our common stock to sell their shares. We are not in compliance with the Nasdaq Capital Market $1.00 minimum bid price requirement nor the minimum stockholders’ equity requirement and our failure to meet Nasdaq’s continued listing standards could result in the delisting of our common stock, negatively impact the price of our common stock and negatively impact our ability to raise additional capital.
Our common stock is currently listed on the Nasdaq Capital Market and is therefore subject to the continued listing requirements of the Nasdaq Capital Market, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s equity, among others, and requirements relating to board and committee independence. On March 27, 2024, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”) and which provided us a grace period of 180 calendar days, or until September 23, 2024, to regain compliance with the minimum bid price requirement. We may achieve compliance during this 180-day period if the closing bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive business days before September 23, 2024. If we fail to regain compliance on or prior to September 23, 2024, we may be eligible for an additional 180 day compliance period.
Additionally, on May 22, 2024, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that we are not currently in compliance with the requirement of maintaining stockholders’ equity of at least $2,500,000 for continued inclusion on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1) (the “Stockholders’ Equity Rule”). In the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024, the Company reported stockholders’ equity of less than $2,500,000. On July 5, 2024, we provided Nasdaq a plan regarding how we expect to regain compliance with the Stockholders’ Equity Rule. If Nasdaq accepts our proposed plan, we may be granted an extension of up to November 18, 2024, to evidence compliance with the rule. There may be no assurances that our plan of compliance will be successful or that we will be able to regain compliance with the Stockholders’ Equity Rule. If we fail to regain compliance with the Stockholders’ Equity Rule we may be subject to the delisting of our common stock from the Nasdaq Capital Market.
Additionally, if we fail to comply with any other continued listing standards of Nasdaq, our common stock will also be subject to delisting. If that were to occur, our common stock would be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities. The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in our common stock. This would significantly and negatively affect the ability of investors to trade our securities and would significantly and negatively affect the value and liquidity of our common stock. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our common stock. On July 16, 2024, we filed a definitive proxy statement in connection with our 2024 annual meeting of
stockholders which contained, among other things, a proposal seeking stockholder approval to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio calculated to maintain listing on the Nasdaq Capital Market, as determined by the Board in its sole discretion. There can be no assurance that our stockholders will approve such reverse stock split. Additionally, if we receive stockholder approval and determine to seek to implement a reverse stock split in order to remain listed on the Nasdaq Capital Market, the announcement and/or implementation of a reverse stock split could significantly negatively affect the price of our common stock. For example, in January 2024 we implemented a 1-for-40 reverse stock split in order to regain compliance with the Bid Price Rule pursuant to a previously announced notice we received from the Nasdaq Listing Center in April 2023. Following the effectiveness of the January 2024 reverse stock split, our common stock experienced increased volatility and adverse effects to its trading price.
We intend to continue to actively monitoring the bid price for our common stock between now and September 23, 2024, and will consider available options to resolve the deficiency and regain compliance with the Bid Price Rule. However, there can be no assurance that we will regain compliance or otherwise maintain compliance with any of the other listing requirements. If our common stock were to be delisted from Nasdaq, trading of our common stock would most likely be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit our ability to make a market in our common stock and may impact purchases or sales of our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Term Loan
On August 9, 2024, we entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent. The Term Loan is a short-term, thirty-week, fixed interest rate obligation. Principal and interest on the Term Loan are payable in arrears weekly. The Term Loan is secured by certain of our assets, and it is evidenced by a subordinated secured promissory note.
The Term Loan contains customary affirmative and negative covenants. Among other things, these covenants restrict our ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates. Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.
The foregoing summary of the Term Loan is qualified in its entirety by reference to the text of the agreement. Please refer to Exhibit 10.2 in this Quarterly Report on Form 10-Q for the full text of the agreement.
The following is a summary description of the key terms of the Term Loan:
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Debt | | Debt Origination Date | | Maturity | | Principal Amount Borrowed | | Carrying Value | | Weighted Weekly Average Interest Rate |
Term loan | | 8/9/2024 | | 3/6/2025 | | $ | 1,000,000 | | | $ | 1,000,000 | | | 2.96 | % |
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Principal and interest payments of $50,750 is due weekly on the Term Loan for thirty weeks effective August 9, 2024 to March 6, 2025, when the Term Loan is fully paid off. Total interest of $522,501 is expected to be paid over the thirty-week loan period.
Item 6. Exhibits.
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| | | | Incorporation by Reference |
Exhibit No. | | Description | | Form | | Exhibit No. | | Filing Date |
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3.1 | | | | 8-K | | 3.1 | | 3/25/2021 |
3.2 | | | | 8-K | | 3.1 | | 1/22/2024 |
3.3 | | | | 8-K | | 3.1 | | 12/5/2023 |
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10.1† | | | | * | | | | |
10.2 | | | | * | | | | |
31.1 | | | | * | | | | |
31.2 | | | | * | | | | |
32.1 | | | | + | | | | |
32.2 | | | | + | | | | |
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101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | + | | | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | + | | | | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | + | | | | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | + | | | | |
101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document | | + | | | | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | + | | | | |
104 | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | + | | | | |
_____________________
* Filed herewith.
+ Furnished herewith.
† Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 13, 2024
| | | | | | | | |
| NUVVE HOLDING CORP. |
| | |
| By: | /s/ Gregory Poilasne |
| | Gregory Poilasne Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ David Robson |
| | David Robson Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
| | |