0001213900-21-028458 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 21, 2021
Document Information Line Items
Entity Registrant Name	Nuvve Holding Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		18,626,675
Amendment Flag	false
Entity Central Index Key	0001836875
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-40296
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 61,548,308	$ 2,275,895
Restricted cash	495,000
Accounts receivable	848,190	999,897
Inventories	2,906,118	1,052,478
Security deposit, current	20,427	20,427
Prepaid expenses and other current assets	2,106,562	416,985
Total Current Assets	67,924,605	4,765,682
Property and equipment, net	79,048	95,231
Intangible assets, net	670,951	1,620,514
Investment	1,585,655	670,951
Security deposit, long-term	3,057	3,057
Total Assets	70,263,316	7,155,435
Current Liabilities
Accounts payable	4,662,839	2,960,249
Accrued expenses	4,452,497	585,396
Deferred revenue	429,872	196,446
Debt	492,100	4,294,054
Stock liability	2,000,000
Total Current Liabilities	12,037,308	8,036,145
Warrants liability	831,398
Total Liabilities	12,868,706	8,036,145
Stockholders’ (Deficit) Equity
Convertible preferred stock, $0.0001 par value, zero and 30,000,000 shares authorized; zero and 16,789,088 shares issued and outstanding; aggregate liquidation preference of $0 and $12,156,676 at March 31, 2021 and December 31, 2020, respectively		1,679
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 18,761,124 and 9,122,996 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	1,876	2,616
Additional paid-in capital	83,173,369	19,650,659
Accumulated other comprehensive income (loss)	38,908	(77,841)
Accumulated deficit	(25,819,543)	(20,457,823)
Total Stockholders’ Equity (Deficit)	57,394,610	(880,710)
Total Liabilities and Stockholders’ Equity (Deficit)	$ 70,263,316	$ 7,155,435

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	18,761,124	9,122,996
Common stock, shares outstanding	18,761,124	9,122,996
Convertible Preferred Stock [Member]
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	30,000,000	30,000,000
Preferred stock, shares issued	0	16,789,088
Preferred stock, shares outstanding	0	16,789,088
Aggregate liquidation preference (in Dollars)	$ 0	$ 12,156,676

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue
Products and services	$ 311,903	$ 306,636
Grants	487,129	638,694
Total revenue	799,032	945,330
Operating expenses
Cost of product and service revenue	127,228	22,396
Selling, general, and administrative	4,482,740	848,607
Research and development	1,262,950	541,625
Total operating expenses	5,872,918	1,412,628
Operating loss	(5,073,886)	(467,298)
Other income (expense)
Interest expense	(597,549)	(1,875)
Change in fair value of conversion option on convertible notes		(3,107)
Change in fair value of warrants liability	421,830
Other, net	(112,115)	(25,528)
Total other expense	(287,834)	(30,510)
Net loss attributable to common stockholders	$ (5,361,720)	$ (497,808)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (0.52)	$ (0.06)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in Shares)	10,408,080	8,778,916

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (5,361,720)	$ (497,808)
Other comprehensive income
Foreign currency translation adjustments, net of nil tax	116,749	26,781
Comprehensive loss	$ (5,244,971)	$ (471,027)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Series A Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balances at Dec. 31, 2019	$ 1,679	$ 2,454	$ 17,131,913	$ 107,620	$ (15,573,689)	$ 1,669,977
Balances (in Shares) at Dec. 31, 2019	16,789,088	24,542,314
Conversion of shares due to merger capitalization	$ (1,679)	$ (1,576)	3,255
Conversion of shares due to merger capitalization (in Shares)	(16,789,088)	(15,763,398)
Balances December 31, 2020, effect of reverse recapitalization (refer to Note 2)		$ 878	17,135,168	107,620	(15,573,689)	1,669,977
Balances December 31, 2020, effect of reverse recapitalization (refer to Note 2) (in Shares)		8,778,916
Stock-based compensation			17,557			17,557
Currency translation adjustment				26,781		26,781
Net loss					(497,808)	(497,808)
Balances at Mar. 31, 2020		$ 878	17,152,725	134,401	(16,071,497)	1,216,507
Balances (in Shares) at Mar. 31, 2020		8,778,916
Balances at Dec. 31, 2020	$ 1,679	$ 2,616	19,650,659	(77,841)	(20,457,823)	(880,710)
Balances (in Shares) at Dec. 31, 2020	16,789,088	26,162,122
Conversion of shares due to merger capitalization	$ (1,679)	$ (1,704)	3,383
Conversion of shares due to merger capitalization (in Shares)	(16,789,088)	(17,039,126)
Balances December 31, 2020, effect of reverse recapitalization (refer to Note 2)		$ 912	19,654,042	(77,841)	(20,457,823)	(880,710)
Balances December 31, 2020, effect of reverse recapitalization (refer to Note 2) (in Shares)		9,122,996
Beneficial conversion feature - convertible debenture			427,796			427,796
Conversion of convertible debenture		$ 54	3,999,381			3,999,435
Conversion of convertible debenture (in Shares)		544,178
Buyback of shares		$ (60)	(5,999,940)			(6,000,000)
Buyback of shares (in Shares)		(600,000)
Assumption of private warrant liability from Newborn			(1,253,228)			(1,253,228)
Merger recapitalization, net of share redemption of issuance costs		$ 806	51,750,557			51,751,363
Merger recapitalization, net of share redemption of issuance costs (in Shares)		8,060,418
Placement agent fee paid in common stock		$ 21	2,085,299			2,085,320
Placement agent fee paid in common stock (in Shares)		208,532
PIPE offering, less issuance costs		$ 143	14,247,357			14,247,500
PIPE offering, less issuance costs (in Shares)		1,425,000
Notice of exercise of put option			(2,000,000)			(2,000,000)
Stock-based compensation			262,105			262,105
Currency translation adjustment				116,749		116,749
Net loss					(5,361,720)	(5,361,720)
Balances at Mar. 31, 2021		$ 1,876	$ 83,173,369	$ 38,908	$ (25,819,543)	$ 57,394,610
Balances (in Shares) at Mar. 31, 2021		18,761,124

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Merger recapitalization, net of share redemption	$ 18,629
Issuance costs	5,979,675
Less issuance costs	$ 2,500

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net loss	$ (5,361,720)	$ (497,808)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization	41,390	32,629
Share-based compensation	262,105	17,557
Beneficial conversion feature on convertible debenture	427,796
Accretion of discount on convertible debenture	116,147
Change in fair value of warrants liability	(421,830)
Loss on disposal of asset	1,405
Noncash lease expense	(764)
Change in operating assets and liabilities
Accounts receivable	151,204	(89,169)
Inventory	(1,853,640)	17,142
Prepaid expenses	(1,656,880)	16,854
Accounts payable	1,703,781	187,709
Accrued expenses	3,723,729	15,024
Deferred revenue	233,426	(49,917)
Net cash used in operating activities	(2,633,851)	(349,979)
Investing activities
Proceeds from sale of property and equipment	8,107
Purchase of property and equipment		(22,504)
Net cash provided by (used in) investing activities	8,107	(22,504)
Financing activities
Deposit with Newborn	(287,500)
Proceeds from Newborn Escrow Account	58,471,961
Redemption of Newborn shares	(18,630)
Issuance costs related to reverse recapitalization and PIPE offering	(3,704,921)
Proceeds from PIPE offering	14,250,000
Repayment of Newborn sponsor loans	(487,500)
Repurchase of common stock from EDF	(6,000,000)
Newborn cash acquired	50,206
Proceeds from shareholder loan		75,000
Net cash provided by financing activities	62,273,616	75,000
Effect of exchange rate on cash	119,541	26,958
Net increase (decrease) in cash and restricted cash	59,767,413	(270,525)
Cash and restricted cash at beginning of year	2,275,895	326,703
Cash and restricted cash at end of year	62,043,308	56,178
Cash paid for interest
Cash paid for income taxes
Supplemental Disclosure of Noncash Financing Activity
Conversion of preferred stock to common stock	1,679
Conversion of debenture and accrued interest to common shares	3,999,435
Conversion of shares due to reverse recapitalization	3,383
Stock liability	2,000,000
Issuance of common stock for merger success fee	2,085,299
Non-cash merger transaction costs	2,085,299
Accrued transaction costs related to reverse recapitalization	189,434
Issuance of private warrants	$ 1,253,228

Organization and Description of Business

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Organization and Description of Business

Note 1 – Organization and Description of Business

(a)

Description of Business

Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), formerly known as NB Merger Corp., 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. (see Business Combination below).

The Company owns 100% of Nuvve Corp., a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid (V2G) technology. Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe^TM”) cloud-based software platform, that enables it to link multiple electric vehicle (EV) batteries into a virtual power plant (VPP) to provide bi-directional energy to the electrical grid in a qualified and secure manner. The VPP can generate revenue by selling or making available to utility companies excess energy when the price is relatively high or buying energy when the price is relatively low. The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand. This V2G technology was initially developed in 1996 by Dr. Willett Kempton at the University of Delaware and is now being deployed for commercial use as a part of the management of fleets of vehicles, including buses. Nuvve’s technology is patent protected. Nuvve’s first commercial operation was proven in Copenhagen in 2016. Since then, Nuvve has established operations in the United States, the United Kingdom, France, and Denmark. In addition to Nuvve’s algorithms and software, Nuvve provides complete V2G solutions to its customers, including V2G bidirectional chargers which are preconfigured to work with Nuvve’s GIVe platform. The Company’s technology is compatible with several charger manufacturers both in DC (such as CHAdeMO) and AC mode.

(b)

Structure of the Company

Nuvve Holding Corporation has one wholly owned subsidiary, Nuvve Corp. Nuvve Corp., has three wholly owned subsidiaries: (1) Nuvve ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, and (3) Nuvve LTD, a company registered in United Kingdom. In March 2020, following the establishment of its investment in Dreev in 2019 (Note 5), the Company ceased operations of its subsidiary, Nuvve SaS in France. The two employees of Nuvve SaS resigned from the Company in March 2020 and were concurrently hired by Dreev. Financial results for Nuvve SaS are included in the Company’s financial results through the cessation of operations.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

(a)

Basis of Presentation

The accompanying unaudited (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the unaudited interim condensed 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 suggested that these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Current Report on Form 8-K dated March 19, 2021, filed with the Securities and Exchange Commission.

In the opinion on management, in addition to the adjustments to record the business combination (the “Business Combination”) between Newborn Acquisition Corp (“Newborn”), the Company, and Nuvve Corp., pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see paragraph below), 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 stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2021 or any future period.

The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination.

(b)

Principles of Consolidation

The condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation.

(c)

Business Combination

The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly-owned subsidiary of the Company (the “Merger Sub”), Nuvve Corp., a Delaware corporation, and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp.

On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals.

On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly-traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Merger Sub merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”).

Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company.

In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 1,425,000 ordinary shares of Newborn, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 (the “PIPE”). The PIPE Investors also received warrants to purchase 1,353,750 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants.

Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination.

Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one-tenth of one share of the Company’s common stock in accordance with its terms.

Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.21240305 shares (the “Closing Exchange Ratio”) of the Company’s common stock, for an aggregate of 9,122,996 shares of the Company’s common stock. Each outstanding option to purchase Nuvve Corp.’s common stock (“Nuvve Options”) was assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Nuvve Corp.’s common stock subject to such option immediately prior to the effective time multiplied by the Closing Exchange Ratio, for an aggregate of 1,303,610 shares of the Company’s common stock, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Closing Exchange Ratio.

The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness – see Note 7), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785.

Additionally, the former stockholders of Nuvve Corp. may be entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the fiscal year ending December 31, 2021, the Company’s revenue equals or exceeds $30,000,000. The former Nuvve Corp. stockholders will be entitled to a portion of the earn-out shares only if they continue to hold their shares of the Company’s common stock received in the Acquisition Merger through the earn-out payment date.

Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 15).

As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors, five of whom were designated by Nuvve and two of whom were designated by Newborn. A majority of the directors qualified as independent directors under rules of Nasdaq.

In Newborn’s initial public offering, Newborn issued 5,750,000 units at $10.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Public Warrant”), and one right automatically convertible into one-tenth of an ordinary upon completion of an initial business combination. Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $10.00 per unit in a private placement. Each unit in the private placement consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Private Warrant”), and one right automatically convertible into one-tenth of an ordinary upon completion of an initial business combination. Newborn received net proceeds of approximately $57,989,380 from the public and private units. Upon closing of the initial public offering and the private placement, $57,500,000 was placed by Newborn in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). On the Closing Date of the Business Combination, the balance in the Trust Account was $58,471,961. After the closing of the Business Combination, and other transactions described above, including payment of $18,630 for redemptions of ordinary shares by Newborn stockholders, payment of transaction costs of $3,702,421, repayment of loans made by Newborn’s sponsor to Newborn of $487,500, repurchase of $6,000,000 in common shares held by EDF Renewables, and transfer into an escrow account with Silicon Valley Bank of $495,000 to cover the balance of the Company’s PPP Loan payable (Note 7) the Company received total net proceeds from the Trust Account in cash of $47,768,410.

Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs of $14,247,500.

(d)

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.

(e)

COVID-19

In early 2020, an outbreak of a novel coronavirus (COVID-19) occurred in the United States, along with other countries globally. On March 11, 2020, the World Health Organization assessed the novel coronavirus outbreak and characterized it as a pandemic. Subsequent to the declaration of a pandemic, a variety of federal, state, and local governments have taken actions in response to the pandemic, which have ranged by jurisdiction but are generally expected to result in a variety of negative economic consequences, the scope of which is not clearly known. The Company continues to monitor the situation closely but, at this time, is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic has and will have on its business, operating results, cash flows and financial condition, and it could be material if the current circumstances continue to exist for a prolonged period of time. In addition to any direct impact on Nuvve’s business, it is reasonably possible that the estimates made by management in preparing Nuvve’s financial statements have been, or will be, materially and adversely impacted in the near term as a result of the COVID-19 outbreak.

(f)

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, the fair value of notes payable conversion options, revenue recognition, and the recognition and disclosure of contingent liabilities.

Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates.

(g)

Warrants

The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity. If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently remeasured at fair value.

(h)

Foreign Currency Matters

For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the condensed consolidated statements of operations.

The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the condensed consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the condensed consolidated statements of operations and comprehensive loss.

(i)

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.

Pursuant to the Business Combination agreement, $495,000 of the proceeds received from Newborn’s trust account were required to be set aside in trust for the possible repayment of the Company’s Payroll Protection Plan (“PPP”) loan (Note 7). The Company has applied for forgiveness of the PPP loan, at which time the $495,000 in trust would be released to the Company.

(j)

Accounts Receivable

Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Based on the analysis the Company did not record an allowance for doubtful accounts as of March 31, 2021 or December 31, 2020.

(k)

Concentrations of Credit Risk

Revenue for customers that accounted for 10% or more of revenue for the three months ended March 31, 2021 and 2020, are summarized below:

	2021			2020
Customer 1 (grant revenue)		37	%		29	%
Customer 2 (grant revenue)		13	%		12	%
Customer 3 (grant revenue)		*			25	%
Customer 4 (services revenue)		18	%		*

Accounts receivable balances for customers that accounted for 10% or more of accounts receivable at March 31, 2021, and December 31, 2020, is summarized below:

	March 31, 2021			December 31, 2020
Customer 1 (grant revenue)		44	%		15	%
Customer 2 (grant revenue)		*			19	%
Customer 3 (product revenue)		*			27	%
Customer 4 (product revenue)		*			10	%
Customer 5 (product revenue)		*			10	%

*	Amount represents less than 10%

(l)

Inventories

Inventories, consisting primarily of EV charging stations, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current selling prices less costs of disposal. At March 31, 2021 and December 31, 2020, the Company’s inventories consisted solely of finished goods. Should demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventories could be substantially less than the amount shown on the accompanying condensed consolidated balance sheets.

(m)

Property and Equipment, Net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the condensed consolidated statement of operations.

(n)

Intangible Assets

Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets.

(o)

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There were no such write-downs for the three months ended March 31, 2021 and 2020.

(p)

Investments in Equity Securities Without Readily Determinable Fair Values

Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.

In February 2019, During 2019, the Company invested in Dreev SaS, (“Dreev”), a VIE, and determined it was not the primary beneficiary of the VIE (see Note 5). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of March 31, 2021 and December 31, 2020, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the three months ended March 31, 2021 or the year ended December 31, 2020.

(q)

Employee Savings Plan

The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. During the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not contribute to the savings plan.

(r)

Fair Value Measurement

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, convertible notes payable, convertible debenture, the conversion option on the notes payable and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value.

The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are defined as follows:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

●

Level 3 – Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities.

(s)

Net Loss Per Share Attributable to Common Stockholders

The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. For purposes of this calculation, shares issuable upon the conversion of the Series A Convertible Preferred stock (Note 8) exercise of warrants (Note 8), exercise of the unit purchase option (Note 8), and options to purchase common stock (Note 9) are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

(t)

Revenue Recognition

The Company accounts for revenues under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities.

The Company determines revenue recognition through the following steps:

●

Identification of the contract, or contracts, with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company’s revenue is primarily derived from sales of EV charging stations, fees for cloud computing services related to providing access to the Company’s GIVe platform, extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprising of one performance obligation and fixed fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices.

Products – The Company resells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services. When the charging station is a distinct performance obligation, revenue is recognized upon delivery. For other customer contracts, the charging stations are sold as part of a solution and are not distinct from the services, and revenue from the charging station is recognized upon completion of installation and commissioning of the equipment.

Services – Specific contracts contain licenses to the software that provides the V2G functionality for one- to twelve-year contract periods through access to the Company’s software as a service GIVe platform application. The Company determined that the nature of the GIVe application performance obligation is providing continuous access to its GIVe application for the contract period. Although the activities that the customer may be able to perform via the GIVe application may vary from day to day, the overall promise is to provide continuous access to the GIVe application to the customer for a period of one- to twelve-years. Thus, access to the GIVe application represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company has determined that for GIVe SaaS revenue, the best indicator for the transfer of control is the passage of time.

The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs.

At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies considerable judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

The Company sells an extended warranty contract on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the promised service is a performance obligation. Access to the warranty services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company recognizes warranty revenue ratably with the passage of time.

Revenue for other service contracts is recognized over time using an input method where progress on the performance obligation is measured based on the proportion of actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation.

Grant revenue – The Company has concluded that grants are not within the scope of ASC 606, as government entities do not meet the definition of a “customer” as defined by ASC 606, and as for the grants, there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions; however, ASC Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition, does not apply, as the Company is a business entity, and the grants are with a governmental agency.

Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606.

The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts.

The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered.

(u)

Cost of Revenue

Cost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions.

(v)

Contract Costs

Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, incurred to obtain the contract and amortizes these costs over the expected period of benefit which is generally the life of the contract. The Company evaluated incremental contract costs for contracts in place as of March 31, 2021 and December 31, 2020 and determined these to be immaterial to the condensed consolidated financial statements.

(w)

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, (“ASC 740”), under which it recognizes deferred income taxes, net of valuation allowances, for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company applies certain provisions of ASC 740, which includes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit or obligation as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments.

(x)

Research and Development

The Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts.

(y)

Stock-Based Compensation

The Company accounts for share-based awards granted to employees and nonemployees under the fair value method prescribed by ASC 718-10, Stock Compensation. Stock-based compensation cost is measured based on the estimated grant date fair value of the award and is recognized as expense over the requisite service period. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur.

(z)

Segment Reporting

The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues for the three months ended March 31, 2021 and 2020:

	2021		2020
Revenues:
United States	$	591,831	$	563,916
United Kingdom		141,286		131,441
Denmark		65,915		249,973
	$	799,032	$	945,330

The following table summarizes the Company’s long-lived assets in different geographic locations as of March 31, 2021 and December 31, 2020:

	2021		2020
Long-lived assets:
United States	$	1,664,703	$	1,705,201
Denmark		-		10,544
	$	1,664,703	$	1,715,745

(aa)

Recently adopted accounting pronouncements

Effective January 1, 2021, the Company adopted the new lease accounting guidance in Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) using the modified retrospective transition approach. The Company has elected the package of practical expedients permitted in ASC Topic 842 (“ASC 842”). Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating lease would be different in accordance with ASC 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of December 31, 2020) would have met the definition of initial direct costs in ASC 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, as of January 1, 2021 (the date of adoption of ASC 842) the Company recorded (a) a lease liability of $98,491, which represents the present value of the remaining lease payments of $100,292, discounted using the Company’s incremental borrowing rate of 10%, and (b) a right-of-use asset of $95,346, which represents the lease liability of $98,491 adjusted for accrued rent of $3,145. There was no cumulative effect on retained earnings as of January 1, 2021 as a result of adoption of ASC 842.

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06 (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-06 also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to be eligible for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for annual reporting periods beginning after December 15, 2020. The Company early adopted the provisions of ASU 2020-06 effective January 1, 2021, on the modified retrospective transition method, to take advantage of the removal of certain conditions required for equity contracts to qualify for the derivative scope exception. Adopting ASU 2020-06 did not result in a cumulative impact of adoption during the quarter ended March 31, 2021.

(bb)

Recently issued accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires, among other things, the use of a new current expected credit loss (CECL) model in determining the allowances for doubtful accounts with respect to accounts receivable, accrued straight-line rents receivable, and notes receivable. The CECL model requires that an entity estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Entities will also be required to disclose information about how the entity developed the allowances, including changes in the factors that influenced its estimate of expected credit losses and the reasons for those changes. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 3 – Revenue Recognition

The disclosures below discuss the Company’s material revenue contracts.

The following table provides information regarding disaggregated revenue based on revenue by service lines for the three months ended March 31:

	2021		2020
Revenue recognized over time:
Services	$	167,245	$	261,330
Grants		487,129		638,693
Revenue point in time:		144,658		45,307
Products	$	799,032	$	945,330

The aggregate amount of revenue for the Company’s existing contracts with customers as of March 31, 2021 expected to be recognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less):

2021 (remaining nine months)	$	403,989
Thereafter		25,883
Total	$	429,872

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4 – Fair Value Measurements

The following are the liabilities measured at fair value on the condensed consolidated balance sheet at March 31, 2021 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level3):

	Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at March 31, 2021		Total Gains (Losses) For The Three Months Ended March 31, 2021
Recurring fair value measurements
Private warrants	$	-	$	-	$	831,398	$	831,398	$	421,830
Total recurring fair value measurements	$	-	$	-	$	831,398	$	831,398	$	421,830

The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants (Note 8) measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021:

	Private
	Warrants
Balance at December 31, 2020	$	-
Assumed at closing of merger		1,253,228
Total (gains) losses for the period included in earnings		(421,830	)
Balance at March 31, 2021	$	831,398

There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2021 and 2020.

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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Investment in Dreev

3 Months Ended

Mar. 31, 2021

Investment in Dreev [Abstract]

Investment in Dreev

Note 5 – Investment in Dreev

In October 2018, the Company entered into a Cooperation Framework Agreement and in February 2019, the Company invested in an enterprise (the “Investment”) with EDF Pulse Croissance Holding (“EDF”), a related party (see Note 12), in which the companies incorporated an entity under the name of Dreev S.A.S., a société par actions simplifiée, organized in France (“Dreev”) in order to jointly develop and market V2G products in France, the UK, Belgium, and Italy (the “G4”). The Company licensed certain of its patents, know-how, and software copyrights (the “IP”) to Dreev to develop and commercialize the IP in the G4, with a promise to transfer the patents to Dreev in the future, in exchange for an initial 49% ownership stake in Dreev.

The Company determined that Dreev is a VIE; however, the Company determined that it was not the primary beneficiary of and therefore did not control Dreev. Although the Company did not maintain control over Dreev, it determined it was able to exercise significant influence concerning the Investment. Hence, the Company initially accounted for the Investment on the equity method of accounting.

In October 2019, the Company sold 36% of its 49% equity interest in Dreev to EDF. The sale reduced the Company’s equity ownership in Dreev to approximately 13%. Accordingly, the Company discontinued accounting for its investment in Dreev under the equity method at that time, as the Company was no longer able to exercise significant influence over the operations of Dreev.

Commencing in October 2018 and continuing through August 2020, the Company performed consulting services to Dreev related to transferring the IP, software development, and operations of Dreev. The consulting services of zero and $182,569 for the three months ended March 31, 2021 and 2020, respectively, were provided to Dreev at the Company’s cost and is recognized, net of consulting costs, as other income, net in the condensed consolidated statements of operations.

Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 6 – Intangible Assets

At both March 31, 2021 and December 31, 2020, 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 $34,859 and $26,553 for the three months ended March 31, 2021 and 2020, respectively. Accumulated amortization totaled $505,901 and $471,042 at March 31, 2021 and December 31, 2020, respectively.

The net amount of intangible assets of $1,585,655 at March 31, 2021, will be amortized over the weighted average remaining life of 11.6 years.

Total estimated future amortization expense is as follows for years following December 31, 2020:

2021 (remaining nine months)	$	104,578
2022		139,437
2023		139,437
2024		139,437
2025		139,437
Thereafter		923,329
	$	1,585,655

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Note 7 – Debt

The following is a summary of Debt as of March 31, 2021 and December 31, 2020:

	March 31,		December 31,
	2021		2020
6% Senior Secured Convertible Debenture	$	-	$	4,000,000
Payroll Protection Plan loan		492,100		492,100
		492,100		4,492,100
Less: discount on convertible debenture		-		(198,046	)
Total debt - current	$	492,100	$	4,294,054

6% Senior Secured Convertible Debenture

Concurrently with the execution of the Merger Agreement between Nuvve Corp., the Company and Newborn (Note 2), on November 12, 2020, entered into a 6% Senior Secured Convertible Debenture (the “Debenture” or “Bridge Loan”) and a related Securities Purchase Agreement, whereby Nuvve received a loan in the amount of $4,000,000 from a single investor (the “Investor”). The Bridge Loan was funded on November 17, 2020, and the Company received net proceeds of $3,736,435, after deduction of issuance costs of $263,565, which were recorded as debt discount. The maturity date of the Bridge Loan was May 17, 2021. Interest on the Bridge Loan of 6% per annum was due at maturity or conversion of the Note. At the consummation of the Business Combination and the related PIPE financing (Note 2), the principal and interest earned on the Bridge Loan was automatically converted into shares of common stock of the Company based on a conversion price of $1.56, which was exchanged in the Business Combination transaction for shares of the Company. The Debenture was collateralized by all assets of the Company and each Subsidiary pursuant to the Security Agreement, dated as of November 17, 2020 between the Company, the Subsidiaries of the Company and the Investor.

Interest expense on the Debenture for the three months ended March 31, 2021 and 2020 is $52,402 and zero, respectively.

Convertible Notes Payable

Beginning in July 2018 and at various dates thereafter, the Company issued convertible notes payable (“Notes”). The Notes accrued interest at 5 percent per annum. The Notes were due at various dates ranging from January 31, 2019 to December 1, 2021 (Maturity Dates) (if called) or earlier upon the closing of a qualified next equity financing, as defined in the agreement (Next Equity Financing”), or an IPO or liquidation event. In the event of a Next Equity Financing, the Notes balance, including accrued interest, would convert into shares of common or preferred stock issued in connection with the financing, at the lower of a price equal to (a) 80% of the price paid by investors participating in the Next Equity Financing or (b) a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. In the event of conversion at maturity, a liquidation event or an IPO, the Notes balance, including accrued interest, would be converted to equity securities at a conversion rate based on a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. On November 17, 2020, the Company entered into the 6% Senior Secured Convertible Debenture, which met the definition of a Next Equity Financing. Accordingly, as of November 17, 2020, the total principal and accrued interest on the Notes then outstanding were converted into a total of 1,539,225 shares of the Company’s common stock. As a result, at both March 31, 2021 and December 31, 2020, the outstanding balance on the Notes was zero.

The Next Equity Financing conversion options were identified as redemption features for accounting purposes. Accordingly, the redemption feature was bifurcated and recorded at estimated fair value. Since the Notes converted in November 2020, no amounts associated with the redemption feature are reflected in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020.

Interest expense recognized on the Convertible Notes during the three months ended March 31, 2021 and 2020, was zero and $1,875, respectively.

PPP and EIDL Loans

In April 2020, the Company applied for, and in May 2020, the Company received a loan in the amount of $482,100 as a part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The loan is also known as a Payroll Protection Program (PPP) loan. If the Company meets certain criteria relating to expenditures during a specific measurement period, the loan will be forgiven. To the extent that the loan is not forgiven, the loan will have a term of 2 years, an interest rate of 1%, and will have principal and interest deferred for 6 months. Although the Company intends to make its best efforts to meet the criteria and achieve forgiveness of the loan, there is no assurance that it will be successful.

Interest expense recognized on the PPP loan for the three months ended March 31, 2021 and 2020 was $1,205 and zero, respectively.

In March 2020, the Company applied for, and in May 2020, the Company received an Economic Injury Disaster Loan Emergency Advance (EIDL) loan from the Small Business Administration in the amount of $149,900, along with a $10,000 advance. The terms of the loan were as follows: 1) interest rate of 3.75% per year, 2) repayment over a 30-year term, and 3) a deferment of payment of principal and interest for one year. On November 16, 2020, the Company repaid the principal and interest balance due on the EIDL loan from the SBA, therefore the balance of the EIDL loan at both March 31, 2021 and December 31, 2020 was zero. There was no interest expense recognized during the three months ended March 31, 2021 and 2020.

Stockholders’ Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 8 – Stockholders’ Equity

As of March 31, 2021, the Company has authorized two classes of stock to be designated, respectively, 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”).

Preferred Stock

The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

Common Stock

General. The voting, dividend, liquidation, conversion, and stock split rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

Voting. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company.

Dividends. Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Company. Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

Liquidation. Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.

Warrants

In connection with its initial public offering on February 19, 2020, Newborn sold 5,750,000 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 272,500 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.

Each of the Public Warrants and Private Warrants entitles the holder to purchase one-half of a share of Nuvve’s Common Stock at a price of $11.50 per share. The term of the warrants commenced on March 19, 2021, the date of completion of the Business Combination, and expire on March 19, 2024. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period. If the Company redeems the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Public Warrants sold and issued in Newborn’s IPO, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. If an initial Business Combination is not consummated, the Public Warrants will expire and will be worthless.

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 (Note 2), on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 1,425,000 of Newborn’s common stock, at a purchase price of $10.00 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 (Note 2), 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 $11.50 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.

The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at March 31, 2021 (there were no warrants outstanding at December 31, 2020):

	Number of Shares		Exercise Price		Expiration Date
Public Warrants		2,875,000	$	11.50	March 19, 2024
Private Warrants		136,250	$	11.50	March 19, 2024
PIPE Warrants		1,353,750	$	11.50	March 19, 2024
		4,365,000

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 Warrant is reflected as a current liability in the condensed consolidated balance sheet as of March 31, 2021 in the amount of $831,398 and the decrease in the fair value of the Private Warrant for the three months ended March 31, 2021 of $421,830 is reflected as change in fair value of private warrants in the condensed consolidated statement of operations.

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 316,250 units at $11.50 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 $11.50 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.

Stock Option Plan

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Option Plan

Note 9 – 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. As of March 31, 2021, there is an aggregate of 3,300,000 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 at termination of service. As of March 31, 2021, a total of 1,875,160 shares of common stock remained available for future issuance under the 2020 Plan. As of March 31, 2021, there were also 87,590 shares of unvested restricted stock awards outstanding.

Stock-based compensation expense for stock options was recorded as follows for the three months ended March 31:

	2021		2020
Selling, general, and administrative expenses	$	219,688	$	11,021
Research and development expenses		42,417		6,536
	$	262,105	$	17,557

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the three months ended March 31, 2021 for the 2010 Plan and the 2020 Plan. There were no stock options granted during the three months ended March 31, 2020.

	2010 Plan			2020 Plan
Expected life of options (in years) (1)		6.1			6.1
Dividend yield (2)		0	%		0	%
Risk-free interest rate (3)		0.52	%		1.06	%
Volatility (4)		69.5	%		69.5	%

(1)

The expected life of options is the average of the contractual term of the options and the vesting period.

(2)

No cash dividends have been declared on the Company’s common stock since the Company’s inception, and the Company currently does not anticipate declaring or paying cash dividends over the expected life of the options.

(3)

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.

(4)

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.

The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to merger capitalization, for the three months ended March 31, 2021:

	Shares			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (Years)
Outstanding - December 31, 2020		1,219,710		$	2.92		6.73
Granted		81,775		$	8.71
Forfeited		(3,385	)	$	4.90
Outstanding - March 31, 2021		1,298,100		$	3.25		6.67

Options Exercisable at March 31, 2021		928,895		$	1.93		5.74
Options Vested and Expected to Vest at March 31, 2021		1,298,100		$	3.25		6.67

The following is a summary of the stock option activity under the 2020 Plan for the three months ended March 31, 2021:

	Shares		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (Years)
Outstanding - December 31, 2020		-
Granted		1,337,250	$	13.70		9.98
Outstanding - March 31, 2021		1,337,250	$	13.70		9.98

Options Exercisable at March 31, 2021		-
Options Vested and Expected to Vest at March 31, 2021		1,337,250	$	13.70		9.98

During the three months ended March 31, 2021, 1,640,000 options were modified to lower the exercise price by $0.60 per share, which will result in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the quarter ended March 31, 2021 is immaterial.

No amounts relating to the Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options. During the three months ended March 31, 2021, 44,228 options with a weighted-average grant date fair value of $0.47 per share vested. As of March 31, 2021, there were 1,706,455 unvested options with a weighted average grant date fair value of $11.86 per share for the 2010 Plan and the 2020 Plan. As of March 31, 2021, there was $13,206,675 of total unrecognized compensation cost related to unvested stock options. The Company expects this cost to be recognized over a remaining weighted-average period of approximately four years.

A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2020, and changes during the three months ended March 31, 2021, is presented below:

	Shares		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2021		-		-
Granted		87,590	$	13.70
Nonvested at March 31, 2021		87,590	$	13.70

As of March 31, 2020, there was $1,190,322 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 three years.

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 – Income Taxes

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.

Income tax expense for both the three months ended March 31, 2021 and March 31, 2020 was approximately zero, or 0.0% of the pre-tax loss. 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 three months ended March 31, 2021, there was no material change from the year ended December 31, 2020 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.

On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic, in combination with omnibus spending for the 2021 federal fiscal year. The CAA extended many of the provisions enacted by the CARES Act, which did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was enacted in still further response to the COVID-19 pandemic. The Company is evaluating the provisions of ARPA but does not expect it to have a material impact on the Company’s consolidated financial statements for the 2021 fiscal year.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

Note 11 – 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 months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021			2020
Net loss	$	(5,361,720	)	$	(497,808	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		10,408,080			8,778,916
Net Loss per share attributable to common stockholders, basic and diluted	$	(.52	)	$	(.06	)

The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive:

	Three Months Ended March 31,
	2021		2020
Stock options issued and outstanding		1,415,355		969,799
Nonvested restricted stock issued and outstanding		7,873		-
Public warrants		2,875,000		-
Private warrants		136,250		-
PIPE warrants		1,353,750		-
Convertible notes payable		-		63,512
Total		5,788,228		1,033,311

Related Parties

3 Months Ended

Mar. 31, 2021

Related Parties

Note 12 – Related Parties

At March 31, 2020, the Company had accrued compensation payable to an officer and director totaling $471,129. On August 11, 2020, the Board of Directors of the Company approved the conversion of the compensation payable into a convertible note (Note 7). On November 17, 2020, convertible note was converted to common stock (Note 7).

During the three months ended March 31, 2021, the Company engaged an individual who is related to an officer of the Company to provide certain professional services to the Company totaling $10,313.

As described in Note 5, 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 2020, the Company engaged a stockholder for consulting services. During the three months ended March 31, 2021 and 2020 no amounts were paid to the stockholder for these services. As of both March 31, 2021 and December 31, 2020, $42,500 due to the stockholder is included in accounts payable in the accompanying condensed consolidated balance sheets.

During the three months ended March 31, 2021 and 2020, the Company recognized revenue of $147,620 and $49,501, respectively, and had a balance of accounts receivable of $9,400 and zero at March 31, 2021 and December 31, 2020, respectively, from an entity that is an investor in the Company.

Operating Leases

3 Months Ended

Mar. 31, 2021

Disclosure Text Block [Abstract]

Operating Leases

Note 13 – Operating Leases

The Company is party to operating leases relating to commercial office space. These operating leases are not unilaterally cancelable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2022 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.

Future undiscounted cash flows of the operating lease liabilities of $95,730 will mature through June 1, 2022. Operating lease costs were $76,055 for the three months ended March 31, 2021, and rent expense was $84,915 for the three months ended March 31, 2020.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies

(a)

Deferred Compensation

The Company has deferred compensation for two of its founders earned during the first five years of the Company’s operations, which is payable upon successful completion a purchase of the Company or an initial public offering. As a result, the Company is committed to pay one of the founders an amount equivalent to 1% of the value of the Company as of the date the Merger transaction closes, which amounted to approximately $1,548,347. The Company is committed to pay the other founder an amount equivalent to 100% of his current base salary at the date the Merger transaction closes, which amounts to approximately $260,000. No deferred compensation amount was accrued at December 31, 2020 related to these commitments as they were contingent upon the successful close of the Merger transaction. The Company accrued $1,808,347 in compensation expense related to these payments during the three months ended March 31, 2021. The deferred compensation was paid to the founders in April 2021.

(b)

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.

(c)

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 will pay a minimum of $400,000 annually in equal quarterly installments going forward. For the three months ended March 31, 2021 and 2020, $100,000 and $66,667 had been paid under the research agreement, respectively. At both March 31, 2021 and December 31, 2020, amounts payable under the agreement totaled $645,267. The outstanding amounts payable were paid in full in April 2021.

(d)

In-Licensing

The Company is 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 $700,000 in royalties upon achievement of certain milestones. As of March 31, 2021 and December 31, 2020, 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 right, 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 March 31, 2021, no royalty expenses had been incurred under this agreement.

(e)

Investment

The Company is committed to possible future additional contributions to the Investment in Dreev (Note 5) in the amount of $270,000.

(f)

Reimbursement of Legal Fees

On October 5, 2020, the Company entered into an agreement with an investor whereby the Company agreed to reimburse the investor for certain legal fees, up to approximately $96,000, associated with a license agreement between the parties. The reimbursement is payable upon the completion by the Company of an equity financing or the completion of the licensing agreement. No legal fees have been accrued or paid under this agreement through March 31, 2021.

Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

(a)

Put Option

On March 19, 2021, the Closing Date of the Business Combination, EDF Renewables exercised its put option on the Company’s common shares held them (see Note 2). As a result, on April 26, 2021, the Company reacquired 134,449 shares of the Company’s Common Stock from EDF Renewables for $2,000,000 in cash, at a price per share of approximately $14.87 (the average closing price over the five trading days preceding the date of exercise).

(b)

Stonepeak and Evolve Term Sheet

On May 17, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”), relating to the proposed formation of a venture, Levo Mobility LLC (“Levo,” and such proposed venture, the “Proposed Transaction”). Pursuant to the Letter Agreement, the parties agreed to negotiate in good faith to finalize and enter into definitive agreements for the Proposed Transaction. However, the parties are not bound to enter into such agreements. Accordingly, there can be no assurance that the parties will enter into definitive agreements for the Proposed Transactions on the terms described in this report, or at all, or that the Proposed Transaction will be consummated.

If the Proposed Transaction is consummated on the proposed terms, Levo will utilize the Company’s proprietary V2G technology and the capital from Stonepeak and Evolve to help accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts nationwide through “V2G hubs” and Transportation as a Service (TaaS). If consummated on the proposed terms, Stonepeak and Evolve will fund acquisition and construction costs up to an aggregate capital commitment of $750 million. They will have the option to upsize their capital commitments when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures.

In connection with the signing of the Letter Agreement, the Company issued to Stonepeak and Evolve the following ten-year warrants (the “Warrants”) to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve):

●

Series B warrants to purchase 2,000,000 shares of the Company’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance,

●

Series C warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $15.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $20.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $30.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $40.00 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.

In connection with the signing of the Letter Agreement, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve.

●

Under the SPA, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, 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 $50.00 per share (allocated 90% to Stonepeak and 10% to 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.

●

Under the RRA, the Company granted Stonepeak and Evolve demand and piggyback registration rights relating to the sale of the Warrants and the shares of the Company’s common stock issuable pursuant to the Warrants and the SPA.

If the Proposed Transaction is not consummated by August 16, 2021, and the Company notifies Stonepeak and Evolve of its intent to terminate the Letter Agreement, then the Company may redeem the Warrants for $0.0001 per Warrant, if Stonepeak and Evolve do not confirm their willingness to enter into definitive agreements on certain material terms.

The Letter Agreement further provides that the Company will use its reasonable best efforts to obtain stockholder approval of the issuance of shares of the Company’s common stock under the Warrants and SPA. The Company also agreed to certain exclusivity provisions during the term of the Letter Agreement and to reimburse certain expenses of Stonepeak and Evolve in the event definitive agreements for the Proposed Transaction are not executed.

If the Company enters into a competing alternative transaction within 12 months following any termination of the Letter Agreement, Stonepeak and Evolve can elect to receive either an alternative transaction fee of $10 million in the aggregate or to retain the Warrants held by them. However, if the Company terminates the Letter Agreement and is entitled to redeem the Warrants, as described above, Stonepeak and Evolve will not be entitled to either the alternative transaction fee or the Warrants.

(c)

Main Office Lease

On May 16, 2021, the Company entered into a ten-year lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The estimated commencement date for the lease is December 1, 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company’s pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease.

The following is a maturity analysis of the annual undiscounted cash flows under the new main office lease for years ended December 31:

2021	$	41,513
2022		84,270
2023		514,377
2024		529,809
2025		545,703
Thereafter		3,579,935
	$	5,295,607

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

(a)

Basis of Presentation

Principles of Consolidation

(b)

Principles of Consolidation

Business Combination

(c)

Business Combination

On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals.

Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs of $14,247,500.

Emerging Growth Company

(d)

Emerging Growth Company

COVID-19

(e)

COVID-19

Use of estimates

(f)

Use of Estimates

Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates.

Warrants

(g)

Warrants

Foreign Currency Matters

(h)

Foreign Currency Matters

Cash and Restricted Cash

(i)

Cash and Restricted Cash

Accounts Receivable

(j)

Accounts Receivable

Concentrations of Credit Risk

(k)

Concentrations of Credit Risk

Revenue for customers that accounted for 10% or more of revenue for the three months ended March 31, 2021 and 2020, are summarized below:

	2021			2020
Customer 1 (grant revenue)		37	%		29	%
Customer 2 (grant revenue)		13	%		12	%
Customer 3 (grant revenue)		*			25	%
Customer 4 (services revenue)		18	%		*

Accounts receivable balances for customers that accounted for 10% or more of accounts receivable at March 31, 2021, and December 31, 2020, is summarized below:

	March 31, 2021			December 31, 2020
Customer 1 (grant revenue)		44	%		15	%
Customer 2 (grant revenue)		*			19	%
Customer 3 (product revenue)		*			27	%
Customer 4 (product revenue)		*			10	%
Customer 5 (product revenue)		*			10	%

*	Amount represents less than 10%

Inventories

(l)

Inventories

Property and Equipment, Net

(m)

Property and Equipment, Net

Intangible Assets

(n)

Intangible Assets

Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets.

Impairment of Long-Lived Assets

(o)

Impairment of Long-Lived Assets

Investments in Equity Securities Without Readily Determinable Fair Values

(p)

Investments in Equity Securities Without Readily Determinable Fair Values

Employee Savings Plan

(q)

Employee Savings Plan

Fair Value Measurement

(r)

Fair Value Measurement

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

●

Net Loss Per Share Attributable to Common Stockholders

(s)

Net Loss Per Share Attributable to Common Stockholders

Revenue Recognition

(t)

Revenue Recognition

The Company determines revenue recognition through the following steps:

●

Identification of the contract, or contracts, with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered.

Cost of Revenue

(u)

Cost of Revenue

Contract Costs

(v)

Contract Costs

Income Taxes

(w)

Income Taxes

Research and Development

(x)

Research and Development

Stock-Based Compensation

(y)

Stock-Based Compensation

Segment Reporting

(z)

Segment Reporting

The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues for the three months ended March 31, 2021 and 2020:

	2021		2020
Revenues:
United States	$	591,831	$	563,916
United Kingdom		141,286		131,441
Denmark		65,915		249,973
	$	799,032	$	945,330

The following table summarizes the Company’s long-lived assets in different geographic locations as of March 31, 2021 and December 31, 2020:

	2021		2020
Long-lived assets:
United States	$	1,664,703	$	1,705,201
Denmark		-		10,544
	$	1,664,703	$	1,715,745

Recently adopted accounting pronouncements

(aa)

Recently adopted accounting pronouncements

Recently issued accounting pronouncements not yet adopted

(bb)

Recently issued accounting pronouncements not yet adopted

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of revenue for customers

	2021			2020
Customer 1 (grant revenue)		37	%		29	%
Customer 2 (grant revenue)		13	%		12	%
Customer 3 (grant revenue)		*			25	%
Customer 4 (services revenue)		18	%		*

	March 31, 2021			December 31, 2020
Customer 1 (grant revenue)		44	%		15	%
Customer 2 (grant revenue)		*			19	%
Customer 3 (product revenue)		*			27	%
Customer 4 (product revenue)		*			10	%
Customer 5 (product revenue)		*			10	%

*	Amount represents less than 10%

Schedule of company operates in a single business segment

	2021		2020
Revenues:
United States	$	591,831	$	563,916
United Kingdom		141,286		131,441
Denmark		65,915		249,973
	$	799,032	$	945,330

	2021		2020
Long-lived assets:
United States	$	1,664,703	$	1,705,201
Denmark		-		10,544
	$	1,664,703	$	1,715,745

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of information regarding disaggregated revenue based on revenue by service

	2021		2020
Revenue recognized over time:
Services	$	167,245	$	261,330
Grants		487,129		638,693
Revenue point in time:		144,658		45,307
Products	$	799,032	$	945,330

Schedule of aggregate amount of revenue for the Company’s existing contracts with customers

2021 (remaining nine months)	$	403,989
Thereafter		25,883
Total	$	429,872

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of liabilities measured at fair value on the condensed consolidated balance sheet

	Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at March 31, 2021		Total Gains (Losses) For The Three Months Ended March 31, 2021
Recurring fair value measurements
Private warrants	$	-	$	-	$	831,398	$	831,398	$	421,830
Total recurring fair value measurements	$	-	$	-	$	831,398	$	831,398	$	421,830

Schedule of fair value on a recurring basis

	Private
	Warrants
Balance at December 31, 2020	$	-
Assumed at closing of merger		1,253,228
Total (gains) losses for the period included in earnings		(421,830	)
Balance at March 31, 2021	$	831,398

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of estimated future amortization expense amortizable intangible assets

2021 (remaining nine months)	$	104,578
2022		139,437
2023		139,437
2024		139,437
2025		139,437
Thereafter		923,329
	$	1,585,655

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt

	March 31,		December 31,
	2021		2020
6% Senior Secured Convertible Debenture	$	-	$	4,000,000
Payroll Protection Plan loan		492,100		492,100
		492,100		4,492,100
Less: discount on convertible debenture		-		(198,046	)
Total debt - current	$	492,100	$	4,294,054

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of common stock issuable upon exercise of warrants outstanding

	Number of Shares		Exercise Price		Expiration Date
Public Warrants		2,875,000	$	11.50	March 19, 2024
Private Warrants		136,250	$	11.50	March 19, 2024
PIPE Warrants		1,353,750	$	11.50	March 19, 2024
		4,365,000

Stock Option Plan (Tables)

3 Months Ended

Mar. 31, 2021

Stock Option Plan (Tables) [Line Items]

Schedule of stock-based compensation expense for stock options

	2021		2020
Selling, general, and administrative expenses	$	219,688	$	11,021
Research and development expenses		42,417		6,536
	$	262,105	$	17,557

Schedule of black-scholes option pricing model to estimate the fair value of stock options

	2010 Plan			2020 Plan
Expected life of options (in years) (1)		6.1			6.1
Dividend yield (2)		0	%		0	%
Risk-free interest rate (3)		0.52	%		1.06	%
Volatility (4)		69.5	%		69.5	%

(1)

The expected life of options is the average of the contractual term of the options and the vesting period.

(2)

(3)

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.

(4)

Schedule of nonvested restricted stock units

	Shares		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2021		-		-
Granted		87,590	$	13.70
Nonvested at March 31, 2021		87,590	$	13.70

2010 Plan [Member]

Stock Option Plan (Tables) [Line Items]

Schedule of stock option activity

	Shares			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (Years)
Outstanding - December 31, 2020		1,219,710		$	2.92		6.73
Granted		81,775		$	8.71
Forfeited		(3,385	)	$	4.90
Outstanding - March 31, 2021		1,298,100		$	3.25		6.67

Options Exercisable at March 31, 2021		928,895		$	1.93		5.74
Options Vested and Expected to Vest at March 31, 2021		1,298,100		$	3.25		6.67

2020 Plan [Member]

Stock Option Plan (Tables) [Line Items]

Schedule of stock option activity

	Shares		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (Years)
Outstanding - December 31, 2020		-
Granted		1,337,250	$	13.70		9.98
Outstanding - March 31, 2021		1,337,250	$	13.70		9.98

Options Exercisable at March 31, 2021		-
Options Vested and Expected to Vest at March 31, 2021		1,337,250	$	13.70		9.98

Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Net Loss Per Share Attributable to Common Stockholders

	Three Months Ended March 31,
	2021			2020
Net loss	$	(5,361,720	)	$	(497,808	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		10,408,080			8,778,916
Net Loss per share attributable to common stockholders, basic and diluted	$	(.52	)	$	(.06	)

Schedule of Diluted Net Loss Attributable to common stockholders

	Three Months Ended March 31,
	2021		2020
Stock options issued and outstanding		1,415,355		969,799
Nonvested restricted stock issued and outstanding		7,873		-
Public warrants		2,875,000		-
Private warrants		136,250		-
PIPE warrants		1,353,750		-
Convertible notes payable		-		63,512
Total		5,788,228		1,033,311

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of milestone event

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

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Schedule of maturity analysis of the annual undiscounted cash flows under the new main office lease

2021	$	41,513
2022		84,270
2023		514,377
2024		529,809
2025		545,703
Thereafter		3,579,935
	$	5,295,607

Organization and Description of Business (Details)	3 Months Ended
Organization and Description of Business (Details)	Mar. 31, 2021
Accounting Policies [Abstract]
Company ownership	100.00%

Summary of Significant Accounting Policies (Details) - USD ($)		1 Months Ended		3 Months Ended		12 Months Ended
	Nov. 11, 2020	Nov. 17, 2020	Feb. 19, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Description Of Closing Exchange Ratio				(d)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.
Units in values				$ 14,247,500
Value of amount				2,085,320
Value of trust account				$ 58,471,961
Redemption of shares (in Shares)				18,630
Transaction costs				$ 3,702,421
Repurchase amount				487,500
Escrow account amount				495,000
Cash in amount				47,768,410
FDIC amount				$ 250,000
Warrant description				The Company sells an extended warranty contract on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years).
Lease liability				$ 98,491
Lease payments				$ 100,292
Borrowing rate				10.00%
Right-of-use asset				$ 95,346
Lease liability				98,491
Accrued rent				$ 3,145
Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of revenues				10.00%		10.00%
6% Senior Secured Convertible Debenture [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Amount of purchase		$ 4,000,000
PIPE Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares)	1,353,750		5,750,000
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issued shares (in Shares)				208,532
Units in values				$ 143
Value of amount				21
Repurchase amount				6,000,000
PIPE [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Transaction costs				14,247,500
Cash in amount				$ 2,500
Subscription Agreements [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares)	1,425,000
Purchase price (in Dollars per share)	$ 10.00
Amount of purchase	$ 14,250,000
Purchase and Option Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Agreement, Description	and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 15). As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors, five of whom were designated by Nuvve and two of whom were designated by Newborn.
Customer [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of revenues				10.00%	10.00%
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares)				272,500
Purchase price (in Dollars per share)				$ 10.00
Value of amount				$ 57,500,000
Public and Private units [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Units in values				$ 57,989,380
Newborn [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issued shares (in Shares)				5,750,000
Per unit price (in Dollars per share)				$ 10.00
Repurchase amount				$ 487,500

Summary of Significant Accounting Policies (Details) - Schedule of revenue for customers

3 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Mar. 31, 2020

Customer 1 (grant revenue) [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

37.00%

29.00%

Customer 1 (grant revenue) [Member] | Accounts Receivable [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

44.00%

15.00%

Customer 2 (grant revenue) [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

13.00%

12.00%

Customer 2 (grant revenue) [Member] | Accounts Receivable [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

19.00%

Customer 3 (product revenue) [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

25.00%

Customer 3 (product revenue) [Member] | Accounts Receivable [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

27.00%

Customer 4 (product revenue) [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

^[1]

18.00%

Customer 4 (product revenue) [Member] | Accounts Receivable [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

10.00%

Customer 5 (product revenue) [Member] | Accounts Receivable [Member]

Revenue, Major Customer [Line Items]

Revenue risk percentage

10.00%

[1]	Amount represents less than 10%

Summary of Significant Accounting Policies (Details) - Schedule of company operates in a single business segment - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 799,032	$ 945,330
Long-lived assets	1,664,703	1,715,745
Unites States [Member]
Segment Reporting Information [Line Items]
Revenues	591,831	563,916
Long-lived assets	1,664,703	1,705,201
United Kingdom [Member]
Segment Reporting Information [Line Items]
Revenues	141,286	131,441
Denmark [Member]
Segment Reporting Information [Line Items]
Revenues	65,915	249,973
Long-lived assets		$ 10,544

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Revenue Recognition (Details) - Schedule of information regarding disaggregated revenue based on revenue by service - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of information regarding disaggregated revenue based on revenue by service [Abstract]
Services	$ 167,245	$ 261,330
Grants	487,129	638,693
Revenue point in time:	144,658	45,307
Products	$ 799,032	$ 945,330

Revenue Recognition (Details) - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers	Mar. 31, 2021 USD ($)
Schedule of aggregate amount of revenue for the Company’s existing contracts with customers [Abstract]
2021 (remaining nine months)	$ 403,989
Thereafter	25,883
Total	$ 429,872

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet	Mar. 31, 2021 USD ($)
Recurring fair value measurements
Total recurring fair value measurements	$ 831,398
Private Warrants [Member]
Recurring fair value measurements
Total recurring fair value measurements	831,398
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Recurring fair value measurements
Total recurring fair value measurements
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] \| Private Warrants [Member]
Recurring fair value measurements
Total recurring fair value measurements
Significant Other Observable Inputs (Level 2) [Member]
Recurring fair value measurements
Total recurring fair value measurements
Significant Other Observable Inputs (Level 2) [Member] \| Private Warrants [Member]
Recurring fair value measurements
Total recurring fair value measurements
Significant Unobservable Inputs (Level 3) [Member]
Recurring fair value measurements
Total recurring fair value measurements	831,398
Significant Unobservable Inputs (Level 3) [Member] \| Private Warrants [Member]
Recurring fair value measurements
Total recurring fair value measurements	831,398
Total Gains (Losses) [Member]
Recurring fair value measurements
Total recurring fair value measurements	421,830
Total Gains (Losses) [Member] \| Private Warrants [Member]
Recurring fair value measurements
Total recurring fair value measurements	$ 421,830

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Private Warrants [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Balance
Assumed at closing of merger	1,253,228
Total (gains) losses for the period included in earnings	(421,830)
Balance	$ 831,398

Investment in Dreev (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Investment in Dreev (Details) [Line Items]
Company's equity ownership	13.00%
Company sold equity interest	49.00%
Consulting services (in Dollars)	$ 0	$ 182,569
Company Sold Equity Interest [Member]
Investment in Dreev (Details) [Line Items]
Company sold equity interest	36.00%
Company's Equity Ownership [Member]
Investment in Dreev (Details) [Line Items]
Company's equity ownership	49.00%

Intangible Assets (Details) - USD ($)	3 Months Ended
Intangible Assets (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Gross intangible asset	$ 2,091,556		$ 2,091,556
Amortization expense of intangible assets	34,859	$ 26,553
Finite-Lived Intangible Assets, Accumulated Amortization	505,901		471,042
Finite-Lived Intangible Assets, Net	$ 1,585,655		$ 1,585,655
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	11 years 219 days

Intangible Assets (Details) - Schedule of estimated future amortization expense amortizable intangible assets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of estimated future amortization expense amortizable intangible assets [Abstract]
2021 (remaining nine months)		$ 104,578
2022		139,437
2023		139,437
2024		139,437
2025		139,437
Thereafter		923,329
Total estimated future amortization expense	$ 1,585,655	$ 1,585,655

Debt (Details) - USD ($)			3 Months Ended
Debt (Details) - USD ($)	Nov. 17, 2020	Nov. 12, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	May 31, 2020	Apr. 30, 2020
Debt (Details) [Line Items]
Convertible debenture percentage		6.00%
Loan amount		$ 4,000,000
Net proceeds	$ 3,736,435		$ 14,250,000
Debt discount	$ 263,565
Maturity date	May 17, 2021
Interest percentage	6.00%
Conversion price (in Dollars per share)	$ 1.56
Interest expense			$ 52,402	$ 0
Convertible notes payable, description			Beginning in July 2018 and at various dates thereafter, the Company issued convertible notes payable (“Notes”). The Notes accrued interest at 5 percent per annum. The Notes were due at various dates ranging from January 31, 2019 to December 1, 2021 (Maturity Dates) (if called) or earlier upon the closing of a qualified next equity financing, as defined in the agreement (Next Equity Financing”), or an IPO or liquidation event. In the event of a Next Equity Financing, the Notes balance, including accrued interest, would convert into shares of common or preferred stock issued in connection with the financing, at the lower of a price equal to (a) 80% of the price paid by investors participating in the Next Equity Financing or (b) a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. In the event of conversion at maturity, a liquidation event or an IPO, the Notes balance, including accrued interest, would be converted to equity securities at a conversion rate based on a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. On November 17, 2020, the Company entered into the 6% Senior Secured Convertible Debenture, which met the definition of a Next Equity Financing. Accordingly, as of November 17, 2020, the total principal and accrued interest on the Notes then outstanding were converted into a total of 1,539,225 shares of the Company’s common stock.
Outstanding balance			$ 0		$ 0
Convertible notes amount			$ 0	1,875
Loan, description			1) interest rate of 3.75% per year, 2) repayment over a 30-year term, and 3) a deferment of payment of principal and interest for one year.
Principal amount			$ 0		$ 0
Coronavirus Aid, Relief, and Economic Security [Member]
Debt (Details) [Line Items]
Loan amount							$ 482,100
Interest percentage							1.00%
Loan term							2 years
PPP Loan [Member]
Debt (Details) [Line Items]
Interest expense			$ 1,205	$ 0
Economic Injury Disaster Loan [Member]
Debt (Details) [Line Items]
Loan amount						$ 149,900
Advance amount						$ 10,000

Debt (Details) - Schedule of debt - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule of debt [Abstract]
6% Senior Secured Convertible Debenture		$ 4,000,000
Payroll Protection Plan loan	492,100	492,100
Total	492,100	4,492,100
Less: discount on convertible debenture		(198,046)
Total debt - current	$ 492,100	$ 4,294,054

Stockholders’ Equity (Details) - USD ($)		1 Months Ended	3 Months Ended
Stockholders’ Equity (Details) - USD ($)	Nov. 11, 2020	Feb. 19, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Authorized capital stock (in Shares)			101,000,000
Common stock, shares authorized (in Shares)			100,000,000		100,000,000
Common stock, par value			$ 0.0001
Preferred stock, share authorized (in Shares)			1,000,000		1,000,000
Preferred stock, par value			$ 0.0001		$ 0.0001
Common stock, purchase price per share			$ 0.0001		$ 0.0001
Fair value (in Dollars)			$ (421,830)
Unit purchase option, description		Newborn sold to the underwriters of its initial public offering for $100, a unit purchase option (“UPO”) to purchase up to a total of 316,250 units at $11.50 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 $11.50 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.
Investor [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares purchase (in Shares)	1,425,000
Purchase price per share value	$ 10.00
PIPE [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate purchase price of common stock (in Dollars)	$ 14,250,000
Common share, price per share	$ 11.50
Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Sale of unites (in Shares)			272,500
Common share, price per share			$ 10.00
Fair value (in Dollars)			$ 831,398
Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Sale of unites (in Shares)	1,353,750	5,750,000
Common stock, purchase price per share			$ 11.50
Warrant price per share			0.01
Shares, price per share			$ 16.50
Warrants [Member] \| Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Aggregate share purchase (in Shares)		272,500

Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Shares	4,365,000
Public Warrants [Member]
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Shares	2,875,000
Exercise Price (in Dollars per share) \| $ / shares	$ 11.50
Expiration Date	Mar. 19, 2024
Private Warrants [Member]
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Shares	136,250
Exercise Price (in Dollars per share) \| $ / shares	$ 11.50
Expiration Date	Mar. 19, 2024
PIPE Warrants [Member]
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Shares	1,353,750
Exercise Price (in Dollars per share) \| $ / shares	$ 11.50
Expiration Date	Mar. 19, 2024

Stock Option Plan (Details) - USD ($)	3 Months Ended
Stock Option Plan (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Stock Option Plan (Details) [Line Items]
Contractual term, description	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 at termination of service.
Unvested restricted stock awards outstanding	87,590
Share based option modified	1,640,000
Increase decrease exercise price (in Dollars per share)	$ 0.60
Incremental compensation cost (in Dollars)	$ 246,000
Stock option plan, description	During the three months ended March 31, 2021, 44,228 options with a weighted-average grant date fair value of $0.47 per share vested. As of March 31, 2021, there were 1,706,455 unvested options with a weighted average grant date fair value of $11.86 per share for the 2010 Plan and the 2020 Plan. As of March 31, 2021, there was $13,206,675 of total unrecognized compensation cost related to unvested stock options. The Company expects this cost to be recognized over a remaining weighted-average period of approximately four years.
Total unrecognized compensation cost related to nonvested restricted stock (in Dollars)		$ 1,190,322
2020 Plan [Member]
Stock Option Plan (Details) [Line Items]
Aggregate of common shares	3,300,000
Issuance of common stock available for future	1,875,160

Stock Option Plan (Details) - Schedule of stock-based compensation expense for stock options - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 262,105	$ 17,557
Selling, General, and Administrative Expenses [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	219,688	11,021
Research and Development Expenses [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 42,417	$ 6,536

Stock Option Plan (Details) - Schedule of black-scholes option pricing model to estimate the fair value of stock options

3 Months Ended

Mar. 31, 2021

2010 Plan [Member]

Stock Option Plan (Details) - Schedule of black-scholes option pricing model to estimate the fair value of stock options [Line Items]

Expected life of options (in years)

6 years 36 days

^[1]

Dividend yield

0.00%

^[2]

Risk-free interest rate

0.52%

^[3]

Volatility

69.50%

^[4]

2020 Plan [Member]

Stock Option Plan (Details) - Schedule of black-scholes option pricing model to estimate the fair value of stock options [Line Items]

Expected life of options (in years)

6 years 36 days

^[1]

Dividend yield

0.00%

^[2]

Risk-free interest rate

1.06%

^[3]

Volatility

69.50%

^[4]

[1]	The expected life of options is the average of the contractual term of the options and the vesting period.
[2]	No cash dividends have been declared on the Company’s common stock since the Company’s inception, and the Company currently does not anticipate declaring or paying cash dividends over the expected life of the options.
[3]	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.
[4]	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.

Stock Option Plan (Details) - Schedule of stock option activity - 2020 Plan [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stock Option Plan (Details) - Schedule of stock option activity [Line Items]
Outstanding, Shares \| shares	1,219,710
Outstanding, Weighted- Average Exercise Price per Share \| $ / shares	$ 2.92
Outstanding, Weighted- Average Remaining Contractual Term (Years)	6 years 266 days
Granted, Shares \| shares	81,775
Granted, Weighted- Average Exercise Price per Share \| $ / shares	$ 8.71
Forfeited, Shares \| shares	(3,385)
Forfeited, Weighted- Average Exercise Price per Share \| $ / shares	$ 4.90
Outstanding, Shares \| shares	1,298,100
Outstanding, Weighted- Average Exercise Price per Share \| $ / shares	$ 3.25
Outstanding, Weighted- Average Remaining Contractual Term (Years)	6 years 244 days
Options Exercisable, Shares \| shares	928,895
Options Exercisable, Weighted- Average Exercise Price per Share \| $ / shares	$ 1.93
Options Exercisable, Weighted- Average Remaining Contractual Term (Years)	5 years 270 days
Options Vested and Expected, Shares \| shares	1,298,100
Options Vested and Expected to Vest, Weighted- Average Exercise Price per Share \| $ / shares	$ 3.25
Options Vested and Expected to Vest, Weighted- Average Remaining Contractual Term (Years)	6 years 244 days

Stock Option Plan (Details) - Schedule of stock option activity - 2010 Plan [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Stock Option Plan (Details) - Schedule of stock option activity [Line Items]
Outstanding, Shares
Granted, Shares	1,337,250
Granted, Weighted- Average Exercise Price per Share (in Dollars per share) \| $ / shares	$ 13.70
Granted, Weighted- Average Remaining Contractual Term (Years)	9 years 357 days
Outstanding, Shares	1,337,250
Outstanding, Weighted- Average Exercise Price per Share (in Dollars per share) \| $ / shares	$ 13.70
Outstanding, Weighted- Average Remaining Contractual Term (Years)	9 years 357 days
Options Exercisable, Shares
Options Vested and Expected to Vest, Shares	1,337,250
Options Vested and Expected to Vest, Weighted- Average Exercise Price per Share (in Dollars per share) \| $ / shares	$ 13.70
Options Vested and Expected to Vest, Weighted- Average Remaining Contractual Term (Years)	9 years 357 days

Stock Option Plan (Details) - Schedule of nonvested restricted stock units	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Schedule of nonvested restricted stock units [Abstract]
Nonvested, Shares \| shares
Nonvested, Weighted- Average Grant Date Fair Value \| $ / shares
Granted, Shares \| shares	87,590
Granted, Weighted- Average Grant Date Fair Value \| $ / shares	$ 13.70
Nonvested, Shares \| shares	87,590
Nonvested, Weighted- Average Grant Date Fair Value \| $ / shares	$ 13.70

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 0
Income tax expense		0.00%
Material change description	For the three months ended March 31, 2021, there was no material change from the year ended December 31, 2020

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Net Loss Per Share Attributable to Common Stockholders - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of Net Loss Per Share Attributable to Common Stockholders [Abstract]
Net loss	$ (5,361,720)	$ (497,808)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	10,408,080	8,778,916
Net Loss per share attributable to common stockholders, basic and diluted	$ (0.52)	$ (0.06)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Net Loss Per Share Attributable to Common Stockholders (Details) - Schedule of Diluted Net Loss Attributable to common stockholders - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock Optons [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding	1,415,355	969,799
Nonvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding	7,873
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding	2,875,000
Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding	136,250
Pipe Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding	1,353,750
Convertible Notes payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options issued and outstanding		63,512
Total (in Dollars)	$ 5,788,228	$ 1,033,311

Related Parties (Details) - USD ($)	3 Months Ended
Related Parties (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
accrued compensation payable	$ 471,129
professional services	10,313
Due to Officers or Stockholders, Current	42,500
Due to Officers or Stockholders, Noncurrent			$ 42,500
Revenue from Related Parties	147,620	$ 49,501
Accounts Receivable, Related Parties	$ 9,400		$ 0

Operating Leases (Details) - Operating Leases [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating Leases (Details) [Line Items]
Operating lease liabilities	$ 95,730
Operating lease cost	$ 76,055
Rent expense		$ 84,915

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 05, 2020	Nov. 30, 2017	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Sep. 01, 2016
Commitments and Contingencies (Details) [Line Items]
Deferred compensation, description			The Company has deferred compensation for two of its founders earned during the first five years of the Company’s operations, which is payable upon successful completion a purchase of the Company or an initial public offering. As a result, the Company is committed to pay one of the founders an amount equivalent to 1% of the value of the Company as of the date the Merger transaction closes, which amounted to approximately $1,548,347. The Company is committed to pay the other founder an amount equivalent to 100% of his current base salary at the date the Merger transaction closes, which amounts to approximately $260,000. No deferred compensation amount was accrued at December 31, 2020 related to these commitments as they were contingent upon the successful close of the Merger transaction.
Compensation expenses			$ 1,808,347
Installment amount			100,000		$ 66,667	$ 400,000
Amounts payable			$ 645,267	$ 645,267
Property expire			20 years
Royalties payments			$ 700,000
Investment			$ 270,000
Legal fees	$ 96,000
IP Acquisition Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Royalties payments		$ 7,500,000
Acquisition agreement, description		the Company executed an agreement (“IP Acquisition Agreement”) with the University of Delaware (Seller) whereby all right, 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.

Commitments and Contingencies (Details) - Schedule of milestone event	3 Months Ended
	Mar. 31, 2021 USD ($)
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	$ 7,500,000
10,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	500,000
20,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	750,000
40,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	750,000
60,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	750,000
80,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	750,000
100,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	1,000,000
200,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	1,000,000
250,000 Aggregated Vehicles [Member]
Commitments and Contingencies (Details) - Schedule of milestone event [Line Items]
Milestone Payment Amount	$ 2,000,000

Subsequent Events (Details) - USD ($)	1 Months Ended		3 Months Ended
Subsequent Events (Details) - USD ($)	May 17, 2021	May 16, 2021	Mar. 31, 2021	Apr. 26, 2021
Subsequent Events (Details) [Line Items]
Common stock, description			As a result, on April 26, 2021, the Company reacquired 134,449 shares of the Company’s Common Stock from EDF Renewables for $2,000,000 in cash, at a price per share of approximately $14.87 (the average closing price over the five trading days preceding the date of exercise).
Cash			$ 47,768,410
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Share issued				134,449
Cash				$ 2,000,000
Price per share				$ 14.87
Description of warrants	the Company issued to Stonepeak and Evolve the following ten-year warrants (the “Warrants”) to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve): ●Series B warrants to purchase 2,000,000 shares of the Company’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance, ●Series C warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $15.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $20.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $30.00 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 1,000,000 shares of the Company’s common stock, at an exercise price of $40.00 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.
Subsequent event, description	Under the SPA, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, 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 $50.00 per share (allocated 90% to Stonepeak and 10% to 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. ●Under the RRA, the Company granted Stonepeak and Evolve demand and piggyback registration rights relating to the sale of the Warrants and the shares of the Company’s common stock issuable pursuant to the Warrants and the SPA. If the Proposed Transaction is not consummated by August 16, 2021, and the Company notifies Stonepeak and Evolve of its intent to terminate the Letter Agreement, then the Company may redeem the Warrants for $0.0001 per Warrant, if Stonepeak and Evolve do not confirm their willingness to enter into definitive agreements on certain material terms. The Letter Agreement further provides that the Company will use its reasonable best efforts to obtain stockholder approval of the issuance of shares of the Company’s common stock under the Warrants and SPA. The Company also agreed to certain exclusivity provisions during the term of the Letter Agreement and to reimburse certain expenses of Stonepeak and Evolve in the event definitive agreements for the Proposed Transaction are not executed. If the Company enters into a competing alternative transaction within 12 months following any termination of the Letter Agreement, Stonepeak and Evolve can elect to receive either an alternative transaction fee of $10 million in the aggregate or to retain the Warrants held by them. However, if the Company terminates the Letter Agreement and is entitled to redeem the Warrants, as described above, Stonepeak and Evolve will not be entitled to either the alternative transaction fee or the Warrants
Office lease, description		the Company entered into a ten-year lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The estimated commencement date for the lease is December 1, 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company’s pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease

Subsequent Events (Details) - Schedule of maturity analysis of the annual undiscounted cash flows under the new main office lease - Operating lease [Member]	Mar. 31, 2021 USD ($)
Subsequent Events (Details) - Schedule of maturity analysis of the annual undiscounted cash flows under the new main office lease [Line Items]
2021	$ 41,513
2022	84,270
2023	514,377
2024	529,809
2025	545,703
Thereafter	3,579,935
Total	$ 5,295,607