0001836875-21-000013 | 10-Q | XBRL Viewer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Aug. 05, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-40296
Entity Registrant Name	NUVVE HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1617000
Entity Address, Address Line One	2468 Historic Decatur Road,
Entity Address, City or Town	San Diego,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92106
City Area Code	(619)
Local Phone Number	456-5161
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,626,624
Amendment Flag	false
Entity Central Index Key	0001836875
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NVVE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	NVVEW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 48,062,996	$ 2,275,895
Restricted cash	380,000	0
Accounts receivable	1,138,649	999,897
Inventories	4,217,131	1,052,478
Security deposit, current	0	20,427
Prepaid expenses and other current assets	2,174,347	416,985
Total Current Assets	55,973,123	4,765,682
Property and equipment, net	103,385	95,231
Intangible assets, net	1,550,795	1,620,514
Investment	670,951	670,951
Right-of-use operating assets	5,253	0
Deferred financing costs	43,818,000	0
Security deposit, long-term	3,057	3,057
Total Assets	102,124,564	7,155,435
Current Liabilities
Accounts payable	3,290,154	2,960,249
Accrued expenses	2,283,634	585,396
Deferred revenue	502,368	196,446
Debt	0	4,294,054
Operating lease liabilities - current	5,406	0
Other liabilities	3,363	0
Total Current Liabilities	6,084,925	8,036,145
Warrants liability	1,183,000	0
Other long-term liabilities	26,614	0
Total Liabilities	7,294,539	8,036,145
Commitments and Contingencies - Note 14
Stockholders’ (Deficit) Equity
Preferred stock, value, issued	0	0
Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 18,626,624 and 9,122,996 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	1,863	2,616
Additional paid-in capital	126,816,249	19,650,659
Accumulated other comprehensive income (loss)	18,762	(77,841)
Accumulated deficit	(32,006,849)	(20,457,823)
Total Stockholders’ Equity (Deficit)	94,830,025	(880,710)
Total Liabilities and Stockholders’ Equity (Deficit)	102,124,564	7,155,435
Convertible Preferred Stock
Stockholders’ (Deficit) Equity
Preferred stock, value, issued	$ 0	$ 1,679

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in Shares)	0	0
Preferred stock, shares authorized (in Shares)	1,000,000	1,000,000
Preferred stock, shares outstanding (in Shares)	0	0
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	100,000,000	30,000,000
Common stock, shares issued (in Shares)	18,626,624	9,122,996
Common stock, shares outstanding (in Shares)	18,626,624	9,122,996
Convertible Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in Shares)	0	16,789,088
Preferred stock, shares authorized (in Shares)	0	30,000,000
Preferred stock, shares outstanding (in Shares)	0	16,789,088
Aggregate liquidation preference	$ 0	$ 12,156,676

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue
Total revenue	$ 981,330	$ 463,143	$ 1,780,362	$ 1,408,473
Operating expenses
Cost of product and service revenue	362,658	10,808	489,886	33,204
Selling, general, and administrative	5,269,791	868,813	9,752,531	1,717,420
Research and development	1,689,245	665,460	2,952,195	1,207,085
Total operating expenses	7,321,694	1,545,081	13,194,612	2,957,709
Operating loss	(6,340,364)	(1,081,938)	(11,414,250)	(1,549,236)
Other income (expense)
Interest income (expense)	1,984	(5,455)	(595,565)	(7,330)
Change in fair value of conversion option on convertible notes	0	3,107	0	0
Change in fair value of warrants liability	(351,602)	0	70,228	0
Other, net	503,676	31,184	391,561	5,656
Total other expense	154,058	28,836	(133,776)	(1,674)
Loss before taxes	(6,186,306)	(1,053,102)	(11,548,026)	(1,550,910)
Income tax (benefit) expense	1,000	1,000	1,000	1,000
Net loss attributable to common stockholders	$ (6,187,306)	$ (1,054,102)	$ (11,549,026)	$ (1,551,910)
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)	$ (0.12)	$ (0.79)	$ (0.18)
Net loss per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)	$ (0.12)	$ (0.79)	$ (0.18)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in Shares)	18,668,009	8,778,916	14,560,862	8,778,916
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in Shares)	18,668,009	8,778,916	14,560,862	8,778,916
Products and services
Revenue
Total revenue	$ 766,516	$ 54,325	$ 1,078,419	$ 360,046
Grants
Revenue
Total revenue	$ 214,814	$ 408,818	$ 701,943	$ 1,048,427

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (6,187,306)	$ (1,054,102)	$ (11,549,026)	$ (1,551,910)
Other comprehensive (loss) income
Foreign currency translation adjustments, net of taxes	(20,146)	(38,190)	96,603	(11,409)
Comprehensive loss	$ (6,207,452)	$ (1,092,292)	$ (11,452,423)	$ (1,563,319)

- 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 ($)	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Series A Convertible Preferred Stock Preferred Stock
Balances (in Shares) at Dec. 31, 2019			24,542,314				16,789,088
Balances at Dec. 31, 2019	$ 1,669,977		$ 2,454	$ 17,131,913	$ 107,620	$ (15,573,689)	$ 1,679
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of shares due to merger capitalization	0		$ (1,576)	3,255	0	0	$ (1,679)
Conversion of shares due to merger capitalization (in Shares)			(15,763,398)				(16,789,088)
Balances December 31, 2020, effect of reverse recapitalization (in Shares)			8,778,916
Balances December 31, 2020, as previously reported	1,669,977		$ 878	17,135,168	107,620	(15,573,689)
Stock-based compensation	17,557			17,557
Currency translation adjustment	26,781				26,781
Net loss	(497,808)					(497,808)
Balances (in Shares) at Mar. 31, 2020			8,778,916				0
Balances at Mar. 31, 2020	1,216,507		$ 878	17,152,725	134,401	(16,071,497)	$ 0
Balances (in Shares) at Dec. 31, 2019			24,542,314				16,789,088
Balances at Dec. 31, 2019	1,669,977		$ 2,454	17,131,913	107,620	(15,573,689)	$ 1,679
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Currency translation adjustment	(11,409)
Net loss	(1,551,910)
Balances (in Shares) at Jun. 30, 2020			8,778,916				0
Balances at Jun. 30, 2020	139,636		$ 878	17,168,146	96,211	(17,125,599)	$ 0
Balances (in Shares) at Mar. 31, 2020			8,778,916				0
Balances at Mar. 31, 2020	1,216,507		$ 878	17,152,725	134,401	(16,071,497)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	15,421			15,421
Currency translation adjustment	(38,190)				(38,190)
Net loss	(1,054,102)					(1,054,102)
Balances (in Shares) at Jun. 30, 2020			8,778,916				0
Balances at Jun. 30, 2020	139,636		$ 878	17,168,146	96,211	(17,125,599)	$ 0
Balances (in Shares) at Dec. 31, 2020		0	26,162,122				16,789,088
Balances at Dec. 31, 2020	(880,710)	$ 0	$ 2,616	19,650,659	(77,841)	(20,457,823)	$ 1,679
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of shares due to merger capitalization	0	$ 0	$ (1,704)	3,383	0	0	$ (1,679)
Conversion of shares due to merger capitalization (in Shares)		0	(17,039,126)				(16,789,088)
Balances December 31, 2020, effect of reverse recapitalization (in Shares)			9,122,996
Balances December 31, 2020, as previously reported	(880,710)		$ 912	19,654,042	(77,841)	(20,457,823)
Beneficial conversion feature - convertible debenture	427,796			427,796
Conversion of convertible debenture (in Shares)			544,178
Conversion of convertible debenture	3,999,435		$ 54	3,999,381
Repurchase of shares (in Shares)			(600,000)
Repurchase of common stock from EDF	(6,000,000)		$ (60)	(5,999,940)
Assumption of private warrant liability from Newborn	(1,253,228)			(1,253,228)
Merger recapitalization, net of share redemption of issuance costs (in Shares)			8,060,418
Merger recapitalization, net of share redemption of $18,629 and issuance costs of $5,979,675	51,751,363		$ 806	51,750,557
Issuance of common shares (in Shares)			208,532
Issuance of common shares	2,085,320		$ 21	2,085,299
PIPE offering, less issuance costs (in Shares)			1,425,000
PIPE offering, less issuance costs of $2,500	14,247,500		$ 143	14,247,357
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 (in Shares) at Mar. 31, 2021		0	18,761,124				0
Balances at Mar. 31, 2021	57,394,610	$ 0	$ 1,876	83,173,369	38,908	(25,819,543)	$ 0
Balances (in Shares) at Dec. 31, 2020		0	26,162,122				16,789,088
Balances at Dec. 31, 2020	(880,710)	$ 0	$ 2,616	19,650,659	(77,841)	(20,457,823)	$ 1,679
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Currency translation adjustment	96,603
Net loss	(11,549,026)
Balances (in Shares) at Jun. 30, 2021		0	18,626,624				0
Balances at Jun. 30, 2021	94,830,025	$ 0	$ 1,863	126,816,249	18,762	(32,006,849)	$ 0
Balances (in Shares) at Mar. 31, 2021		0	18,761,124				0
Balances at Mar. 31, 2021	57,394,610	$ 0	$ 1,876	83,173,369	38,908	(25,819,543)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Additional merger recapitalization costs	(265,736)			(265,736)
Repurchase of shares (in Shares)			(134,500)
Repurchase of common stock from EDF	0		$ (13)	13
Issuance of warranties to Stonepeak and Evolve	30,234,000			30,234,000
Issuance of options to purchase shares of common stock to Stonepeak and Evolve	12,584,000			12,584,000
Stock-based compensation	1,090,603			1,090,603
Currency translation adjustment	(20,146)				(20,146)
Net loss	(6,187,306)					(6,187,306)
Balances (in Shares) at Jun. 30, 2021		0	18,626,624				0
Balances at Jun. 30, 2021	$ 94,830,025	$ 0	$ 1,863	$ 126,816,249	$ 18,762	$ (32,006,849)	$ 0

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) (Parenthetical)	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 ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities
Net loss	$ (11,549,026)	$ (1,551,910)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization	81,874	82,280
Share-based compensation	1,352,708	32,978
Beneficial conversion feature on convertible debenture	427,796	3,242
Accretion of discount on convertible debenture	116,147	0
Change in fair value of warrants liability	(70,228)	0
Loss on disposal of asset	1,381	0
Gain on extinguishment of PPP Loan	(492,100)	0
Noncash lease expense	(1,003)	0
Change in operating assets and liabilities
Accounts receivable	(139,140)	249,622
Inventory	(3,164,653)	24,200
Prepaid expenses	(2,209,159)	(47,579)
Accounts payable	330,890	191,493
Accrued expenses	1,595,165	14,690
Deferred revenue	305,922	266,844
Net cash used in operating activities	(13,413,426)	(734,140)
Investing activities
Proceeds from sale of property and equipment	7,969	0
Purchase of property and equipment	0	(22,504)
Net cash provided by investing activities	7,969	(22,504)
Financing activities
Proceeds from issuance of convertible notes	0	28,000
Proceeds from Newborn Escrow Account	58,184,461	0
Redemption of Newborn shares	(18,629)	0
Issuance costs related to reverse recapitalization and PIPE offering	(3,970,657)	0
Proceeds from PIPE offering	14,250,000	0
Repayment of Newborn sponsor loans	(487,500)	0
Repurchase of common stock from EDF	(6,000,000)	0
Newborn cash acquired	50,206	0
Purchase of stock from investor	(2,000,000)	0
Payment of financing costs	(531,527)	0
Payment of finance lease Obligations	(1,989)	0
Proceeds from PPP/EIDL Loan	0	642,000
Issuance of Common Stock	0	(3)
Repayment proceeds from shareholder loan	0	(75,000)
Proceeds from shareholder loan	0	75,000
Net cash provided by financing activities	59,474,365	669,997
Effect of exchange rate on cash	98,193	(11,454)
Net increase (decrease) in cash and restricted cash	46,167,101	(98,101)
Cash and restricted cash at beginning of year	2,275,895	326,703
Cash and restricted cash at end of period	48,442,996	228,602
Supplemental Disclosure of Noncash Financing Activity
Conversion of preferred stock to common stock	1,679	0
Conversion of debenture and accrued interest to common shares	3,999,435	0
Conversion of shares due to reverse recapitalization	3,383	0
Issuance of common stock for merger success fee	2,085,299	0
Non-cash merger transaction costs	2,085,299	0
Accrued transaction costs related to reverse recapitalization	189,434	0
Issuance of private warrants	1,253,228	0
Forgiveness of PPP Loan	492,100	0
Issuance of Stonepeak and Evolve warrants	30,234,000	0
Issuance of Stonepeak and Evolve options	$ 12,584,000	$ 0

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	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 Corporation, 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™”) 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, Ph.D, at the University of Delaware and is now being deployed for commercial use as a part of the management of fleets of electric 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, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and AC mode. (b)Structure of the Company Nuvve has one wholly owned subsidiary, Nuvve Corp. Nuvve Corp., has three wholly owned subsidiaries: (1) Nuvve Denmark 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. On August 4, 2021, the Company formed a joint venture, Levo Mobility LLC with Stonepeak Rocket Holdings LP, a Delaware limited partnership and Evolve Transition Infrastructure LP, a Delaware limited partnership. Please see Note 15 for a summary description of the key items of the joint venture agreement.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(a)Basis of Presentation

The accompanying audited (i) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (ii) 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 audited 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 0.212403050 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 8).

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 share 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

The novel coronavirus (COVID-19) which was declared a pandemic in March 2020, and the related restrictive measures such as travel restrictions, quarantines, and shutdowns, has negatively impacted the global economy. As national and local governments in different countries ease COVID-19 restrictions, and vaccines are distributed and rolled out successfully, we continue to see improved economic trends. However, COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. 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, the fair value of warrants, 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 applied for forgiveness of the PPP loan. In June 2021, the PPP loan was fully forgiven and the $495,000 in trust was released to the Company.

In May 2021, in connection with a new office lease agreement, 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. This amount securing the letter of credit was recorded as restricted cash as of June 30, 2021.

(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 June 30, 2021 or December 31, 2020.

(k)Concentrations of Credit Risk

Revenue for customers that accounted for 10% or more of revenue for the three and six months ended June 30, 2021 and 2020, are summarized below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Customer 1 (grant revenue)	25.7	%	*		20.2	%	35.4	%
Customer 2 (grant revenue)	*		47.6	%	22.9	%	*
Customer 3 (grant revenue)	*		36.0	%	*		15.9	%
Customer 4 (services revenue)	*		*		*		19.9	%
Customer 4 (services revenue)	22.9	%	*		13.3	%	*

Accounts receivable balances for customers that accounted for 10% or more of accounts receivable at June 30, 2021, and December 31, 2020, is summarized below:


	June 30, 2021		December 31, 2020
Customer 1 (grant revenue)	12	%	15	%
Customer 2 (grant revenue)	22	%	19	%
Customer 3 (product revenue)	21	%	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 June 30, 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 and six months ended June 30, 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, 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 June 30, 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 and six months ended June 30, 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 and six months ended June 30, 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 sells 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 June 30, 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 non-employees 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 and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
United States	$	812,796	$	272,643	$	1,404,627	$	836,559
United Kingdom	113,703		188,436		254,989		319,877
Denmark	54,831		2,064		120,746		252,037
	$	981,330	$	463,143	$	1,780,362	$	1,408,473

The following table summarizes the Company’s long-lived assets in different geographic locations as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Long-lived assets:
United States	$	1,624,203	$	1,705,201
Denmark	29,977		10,544
	$	1,654,180	$	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. 2016-2, 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 ("FASB") issued ASU No. 2020-6, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-6”). ASU 2020-6 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 2020-6 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 2020-6 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 2020-6 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 2020-6 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.

In July 2021, FASB issued Accounting Standards Update (“ASU 2021-05”), Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU 2021-05 provides that a lessor should classify and account for a lease with variable lease payments that do not depend on an index or a rate as an operating lease if both of the following criteria are met: (1) The lease would’ve been classified as a sales-type lease or a direct-financing lease in accordance with the lease classification guidance in Topic 842, and The lessor would’ve otherwise recognized a day-one loss. The classification as operating would eliminate recognition of a day-one loss or gain because the lessor does not recognize a net investment in the lease or derecognize the underlying asset. ASU 2021-05 align the lessor lease classification requirements under Topic 842 with the longstanding practice to account for certain leases with variable payments as operating leases. ASU 2021-05 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

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 and six months ended June 30:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue recognized over time:
Services	$	363,366	$	35,739	$	530,611	$	296,511
Grants	214,814		408,818		701,943		1,048,427
Products	403,150		18,586		547,808		63,535
Total revenue	$	981,330	$	463,143	$	1,780,362	$	1,408,473

The aggregate amount of revenue for the Company’s existing contracts with customers as of June 30, 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 six months)	$	379,235
Thereafter	123,133
Total	$	502,368

- 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
-Publisher FASB
-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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

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

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

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

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

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following are the liabilities measured at fair value on the condensed consolidated balance sheet at June 30, 2021 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):


	Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at June 30, 2021		Total Gains (Losses) For The Three Months Ended June 30, 2021		Total Gains (Losses) For The Six Months Ended June 30, 2021
Recurring fair value measurements
Private warrants	$	—	$	—	$	1,183,000	$	1,183,000	$	(351,602)	$	70,228
Total recurring fair value measurements	$	—	$	—	$	1,183,000	$	1,183,000	$	(351,602)	$	70,228

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 and six months ended June 30, 2021:


	Private Warrants
Balance at December 31, 2020	$	—
Assumed at closing of merger	1,253,228
Total (gains) losses recognized during the six months ended June 30, 2021 included in earnings	(70,228)
Balance at June 30, 2021	$	1,183,000

The fair value of the level 3 Private Warrants was estimated at June 30, 2021 using the Black-Scholes model which used the following inputs: term of 4.7 years, risk free rate of 0.8%, no dividends, volatility of 88.0%, and strike price of $11.50.

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.

The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve warrants and securities purchase agreement to purchase shares of the Company’s common stock (see Note 8 for details) at the date of issuance of May 17, 2021:


	Series B Warrants	Series C Warrants	Series D Warrants	Series E Warrants	Series F Warrants	Options
Fair value (in millions)	$12.8	$5.6	$4.8	$3.8	$3.2	$12.6
Valuation methodology	Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Black Scholes
Terms (years)	10	10	10	10	10	7.50
Risk free rate	1.6%	1.6%	1.6%	1.6%	1.6%	1.4%
Strike price	$10.0	$15.0	$20.0	$30.0	$40.0	$50.0

Volatility	55.0%	55.0%	55.0%	55.0%	55.0%	57.0%
Capital expenditure forecast (in millions)	N/A	$125.0	$250.0	$375.0	$500.0	N/A
Probability of warrants vesting	100.0%	96.9%	87.7%	78.2%	69.9%	N/A

- 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	6 Months Ended
Investment in Dreev	Jun. 30, 2021
Investments [Abstract]
Investment in Dreev	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 were zero for each of the three and six months ended June 30, 2021. The consulting services were $71,643 and $254,212 for the three and six months ended June 30, 2020, respectively. The consulting services 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

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible AssetsAt both June 30, 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 $34,860 and $69,719 for the three and six months ended June 30, 2021, respectively. Amortization expense of intangible assets was $26,553 and $53,106 for the three and six months ended June 30, 2020, respectively. Accumulated amortization totaled $540,761 and $471,042 at June 30, 2021 and December 31, 2020, respectively.

The net amount of intangible assets of $670,951 at June 30, 2021, will be amortized over the weighted average remaining life of 11.4 years.

Total estimated future amortization expense is as follows:


2021 (remaining six months)	$	69,718
2022	139,437
2023	139,437
2024	139,437
2025	139,437
Thereafter	923,329
	$	1,550,795

Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

The following is a summary of debt as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
6% Senior Secured Convertible Debenture	$	—	$	4,000,000
Payroll Protection Plan loan	—		492,100
	—		4,492,100
Less: discount on convertible debenture	—		(198,046)
Total debt - current	$	—	$	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 and six months ended June 30, 2021 is zero and $52,402, respectively. There was no interest expense on the Debenture for the three and six months ended June 30, 2020.

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% 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 1,529,225 shares of the Company's common stock. As a result, at both June 30, 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 June 30, 2021 and December 31, 2020.

Interest expense recognized on the Convertible Notes during the three and six months ended June 30, 2021 was zero. Interest expense recognized on the Convertible Notes during the three and six months ended June 30, 2020 was $2,213 and $4,088, 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. The loan had a term of 2 years at an interest rate of 1% with principal and interest deferred for 6 months. The loan also was eligible for forgiveness if certain criteria were met. The Company applied for forgiveness of the PPP loan in June 2021, and it was fully forgiven.

Interest expense recognized on the PPP loan for the three and six months ended June 30, 2021 was $402 and $1,607, respectively. Interest expense recognized on the PPP loan for the three and six months ended June 30, 2020 was $804 and $804, 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 June 30, 2021 and December 31, 2020 was zero. There was no interest expense recognized during the three and six months ended June 30, 2020.

Stockholders’ Equity

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

As of June 30, 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. No preferred stock of Nuvve Holding have been issued and outstanding.

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 - Stonepeak and Evolve

On May 17, 2021, in connection with the signing of a letter of agreement relating to the formation of a venture, Levo Mobility LLC, the Company issued to Stonepeak and Evolve a ten years warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See Note 15 for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were; series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the warrants are recorded in the condensed consolidated balance sheet as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification, and deferred financing costs.

Warrants - Public and Private

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, 2026. 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 decides to redeem 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 June 30, 2021 (there were no warrants outstanding at December 31, 2020):


	Number of Warrants	Number of Warrants Exercisable	Exercise Price	Expiration Date
Public Warrants	2,875,000	—	$11.50	March 19, 2026
Private Warrants	136,250	—	$11.50	March 19, 2026
PIPE Warrants	1,353,750	—	$11.50	March 19, 2026
Stonepeak/Evolve Warrants - series B	2,000,000	—	$10.00	May 17, 2031
Stonepeak/Evolve Warrants - series C	1,000,000	—	$15.00	May 17, 2031
Stonepeak/Evolve Warrants - series D	1,000,000	—	$20.00	May 17, 2031
Stonepeak/Evolve Warrants - series E	1,000,000	—	$30.00	May 17, 2031
Stonepeak/Evolve Warrants - series F	1,000,000	—	$40.00	May 17, 2031
	10,365,000

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 liability in the condensed consolidated balance sheet as of June 30, 2021 in the amount of $1,183,000 and the change in the fair value of the Private Warrant for the three and six months ended June 30, 2021 of is reflected as loss of $351,602 and a gain of $70,228, respectively, 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.

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).

Securities Purchase Agreement

On May 17, 2021, in connection with the signing of a letter of agreement relating to the formation of a venture, Levo Mobility LLC, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provide them from time to time between November 13, 2021 and November 17, 2028, in their sole discretion, to purchase up to an aggregate of $250 million in shares of the Company’s common stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). See Note 15 for details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance sheet as equity in additional-paid-in capital as it is indexed to the Company’s common stock and meets the conditions for equity classification, and deferred financing costs.

Stock Option Plan

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

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 June 30, 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 years contractual life and vesting terms of four years. In general, vested options expire if not exercised at termination of service. As of June 30, 2021, a total of 1,258,704 shares of common stock remained available for future issuance under the 2020 Plan.

Stock-based compensation expense for the three and six months ended June 30 are as follows


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Options	$	810,738	$	21,957	$	1,063,008	$	32,978
Restricted stock	258,137		—		267,972		—
Total	$	1,068,875	$	21,957	$	1,330,980	$	32,978

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 six months ended June 30, 2021 for the 2010 Plan and the 2020 Plan.


	2010 Plan		2020 Plan
Expected life of options (in years) (1)	6.0		6.0
Dividend yield (2)	0	%	0	%
Risk-free interest rate (3)	1.02	%	1.02	%
Volatility (4)	60.4	%	60.4	%

__________________

(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.

The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the six months ended June 30, 2021:


	Shares	Weighted- Average Exercise Price per Share($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2020	1,235,860	2.89	6.73	—
Granted	81,775	8.71	—	—
Exercised	—	—	—	—
Forfeited	(2,766)	4.41	—	—
Expired/Cancelled	(2,544)	2.73	—	—
Outstanding - June 30, 2021	1,312,325	3.25	6.39	13,871,041

Options Exercisable at June 30, 2021	974,127	2.03	5.52	11,480,737
Option Vested at June 30, 2021	970,941	2.04	5.51	11,441,071

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2021 was $4.06.

The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2021:


	Shares	Weighted- Average Exercise Price per Share ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2020	—	—	—	—
Granted	1,686,350	12.81	9.75	—
Exercised	—	—	—	—
Forfeited	—	—	—	—
Expired/Cancelled	(100)	10.00	—	—
Outstanding - June 30, 2021	1,686,250	12.81	9.75	1,710,440

Options Exercisable at June 30, 2021	—	—	—	—
Option Vested at June 30, 2021	—	—	—	—

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2021 was $7.27.

During the six months ended June 30, 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 June 30, 2021 was $21,728.

Other Information:






	June 30, 2021		Weighted average remaining recognition period
Total unrecognized options compensation costs	$	12,504,838	3.56

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.

A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2020, and changes during the six months ended June 30, 2021, is presented below:


	Shares	Weighted- Average Grant Date Fair Value($)
Nonvested at December 31, 2020	—	—
Granted	355,046	10.81
Vested/Release	—	—
Cancelled/Forfeited	—	—
Nonvested and Outstanding at June 30, 2021	355,046	10.81

As of June 30, 2021, there was $3,568,408 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

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Income tax (benefit) expense	$	1,000		$	1,000		$	1,000		$	1,000
Effective tax rate	0.0		%	(0.1)		%	0.0		%	(0.1)		%

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the six months ended June 30, 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

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net loss	$	(6,187,306)	$	(1,054,102)	$	(11,549,026)	$	(1,551,910)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	18,668,009		8,778,916		14,560,862		8,778,916
Net Loss per share attributable to common stockholders, basic and diluted	$	(0.33)	$	(0.12)	$	(0.79)	$	(0.18)

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 June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
Stock options issued and outstanding	2,505,711	962,891	1,792,556	970,387
Nonvested restricted stock issued and outstanding	677,543	—	582,148	—
Public warrants	2,875,000	—	1,627,060	—
Private warrants	136,250	—	77,109	—
PIPE warrants	1,353,750	—	766,133	—
Stonepeak and Evolve warrants	2,901,099	—	1,450,549	—
Stonepeak and Evolve options	2,417,582	—	1,208,791	—
Convertible notes payable	—	150,576	—	139,624
Total	12,866,935	1,113,467.00	7,504,346	1,110,011

Related Parties	6 Months Ended
Related Parties	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Parties	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). 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 and six months ended June 30, 2021 and 2020 no amounts were paid to the stockholder for these services. As of both June 30, 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 and six months ended June 30, 2021, the Company recognized revenue of $252,000 and $399,620, respectively. During the three and six months ended June 30, 2020, the Company recognized revenue of zero and $49,501, respectively. The Company had a balance of accounts receivable of $252,000 and zero at June 30, 2021 and December 31, 2020, respectively. The accounts receivable and revenue were from an entity that is an investor in the Company.

Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2026 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties.

The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs.

Supplemental unaudited consolidated balance sheet information related to leases is as follows:


	Classification	June 30, 2021

Operating lease assets	Right-of-use operating lease assets	$	5,253
Finance lease assets	Property, plant and equipment, net	29,977
Total lease assets		$	35,230

Operating lease liabilities - current	Operating lease liabilities - current	$	5,406

Finance lease liabilities - current	Other liabilities - current	3,363
Finance lease liabilities - noncurrent	Other long-term liabilities	26,614
Total lease liabilities		$	35,383

The components of lease expense are as follows:


		Three Months Ended June 30,		Six Months Ended June 30,
	Classification	2021		2021

Operating lease expense	Selling, general and administrative	$	33,396	$	91,827
Finance lease expense:
Amortization of finance lease assets	Selling, general and administrative	2,190		2,190
Interest on finance lease liabilities	Interest expense	510		510
Total lease expense		$	36,096	$	94,527


	Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	June 30, 2021		June 30, 2021
2021	$	5,474	$	3,977
2022	—		7,954
2023	—		7,954
2024	—		7,954
2025	—		7,954
Thereafter	—		1,988
Total lease payments	5,474		37,781
Less: interest	(68)		(7,804)
Total lease obligations	$	5,406	$	29,977

Lease term and discount rate:


						June 30, 2021
Weighted-average remaining lease terms (in years):
Operating lease						0.2
Finance lease						4.8

Weighted-average discount rate:
Operating lease						10%
Finance lease						10%

Other Information:


	Six Months Ended June 30,
	2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	94,818
Operating cash flows from finance leases	510
Financing cash flows from finance leases	$	1,989

Leased assets obtained in exchange for new finance lease liabilities	$	29,977
Leased assets obtained in exchange for new operating lease liabilities	$	—

Disclosures related to periods prior to adoption of ASU 2016-02

Rent expenses paid for the year ended December 31, 2020, was $334,350.

The minimum annual payments under operating leases as of December 31, 2020 through September 2021 was $139,843.

Main Office Lease

On May 16, 2021, the Company entered into a ten years 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, and this amount was recorded as restricted cash.

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

Leases

Supplemental unaudited consolidated balance sheet information related to leases is as follows:


	Classification	June 30, 2021

Operating lease assets	Right-of-use operating lease assets	$	5,253
Finance lease assets	Property, plant and equipment, net	29,977
Total lease assets		$	35,230

Operating lease liabilities - current	Operating lease liabilities - current	$	5,406

Finance lease liabilities - current	Other liabilities - current	3,363
Finance lease liabilities - noncurrent	Other long-term liabilities	26,614
Total lease liabilities		$	35,383

The components of lease expense are as follows:


		Three Months Ended June 30,		Six Months Ended June 30,
	Classification	2021		2021

Operating lease expense	Selling, general and administrative	$	33,396	$	91,827
Finance lease expense:
Amortization of finance lease assets	Selling, general and administrative	2,190		2,190
Interest on finance lease liabilities	Interest expense	510		510
Total lease expense		$	36,096	$	94,527


	Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	June 30, 2021		June 30, 2021
2021	$	5,474	$	3,977
2022	—		7,954
2023	—		7,954
2024	—		7,954
2025	—		7,954
Thereafter	—		1,988
Total lease payments	5,474		37,781
Less: interest	(68)		(7,804)
Total lease obligations	$	5,406	$	29,977

Lease term and discount rate:


						June 30, 2021
Weighted-average remaining lease terms (in years):
Operating lease						0.2
Finance lease						4.8

Weighted-average discount rate:
Operating lease						10%
Finance lease						10%

Other Information:


	Six Months Ended June 30,
	2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	94,818
Operating cash flows from finance leases	510
Financing cash flows from finance leases	$	1,989

Leased assets obtained in exchange for new finance lease liabilities	$	29,977
Leased assets obtained in exchange for new operating lease liabilities	$	—

Disclosures related to periods prior to adoption of ASU 2016-02

Rent expenses paid for the year ended December 31, 2020, was $334,350.

The minimum annual payments under operating leases as of December 31, 2020 through September 2021 was $139,843.

Main Office 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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 of 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 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 paid a minimum of $400,000 annually in equal quarterly installments. For the six months ended June 30, 2021 and 2020, $200,000 and $166,667 were paid under the research agreement, respectively. At June 30, 2021, $66,667 was outstanding and payable under the agreement.

(d)In-Licensing

The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of June 30, 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 years expected life of the patents underlying the intellectual property. Under the terms of the agreement, the Company will pay up to an aggregate $7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows:


Milestone Event: Aggregated Vehicles	Milestone Payment Amount
10,000	$	500,000
20,000	750,000
40,000	750,000
60,000	750,000
80,000	750,000
100,000	1,000,000
200,000	1,000,000
250,000	2,000,000
	$	7,500,000

The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of June 30, 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 June 30, 2021.

Joint Venture	6 Months Ended
Joint Venture	Jun. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]
Joint Venture	Joint Venture Stonepeak and Evolve Initial 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. Under the terms of Proposed Transaction, 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 years 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. The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date. 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. The Letter Agreement further requires that the Company 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. On June 30, 2021, the stockholders of the Company, at a special meeting, approved the issuance of shares of the Company’s common stock under the Warrants and SPA. Stonepeak and Evolve Definitive Agreement On August 4, 2021, the Company formed a joint venture, Levo Mobility LLC (“Levo,” and such joint venture, the “Levo Joint Venture”), with Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve,” and together with Stonepeak, the “Investors”). In connection with the Levo Joint Venture, on August 4, 2021, (the "Joint Venture Date"), the Company’s wholly owned operating subsidiary, Nuvve Corporation (“Nuvve”), Stonepeak and Evolve entered into an Amended and Restated Limited Liability Company Agreement for Levo (the “Levo LLCA”); the Company and Levo entered into a Development Services Agreement (the “DSA”); the Company, Stonepeak, Evolve and Levo entered into a Parent Letter Agreement (the “PLA”); the Company and Stonepeak entered into a Board Rights Agreement (the “BRA”); and the Company and Levo entered into an Intellectual Property License and Escrow Agreement (the “IP License and Escrow Agreement”). The terms of the agreements were substantially consistent the proposed terms set forth in the letter agreement between the parties signed on May 17, 2021. Pursuant to the Levo LLCA, Stonepeak and Evolve plan to make capital contributions to Levo in an aggregate amount of up to $750.0 million (which may be increased up to $1.0 billion) to finance Levo’s business. Levo LLCA The Levo LLCA governs the affairs of Levo and the conduct of its business. The membership interests authorized by the Levo LLCA consist of Class A Common Units, Class B Preferred Units, Class C Common Units and Class D Incentive Units. On the Joint Venture Date and the signing of the Levo LLCA, Levo issued 510,000 Class A Common Units to the Company, 2,801 Class B Preferred Units to Stonepeak and Evolve, and 490,000 Class C Common Units to Stonepeak and Evolve. Stonepeak and Evolve agreed to pay to Levo an aggregate purchase price of $2.8 million for the Class B Preferred Units and the Class C Common Units. Stonepeak and Evolve will receive additional Class B Preferred Units for each $1,000 in additional capital contributions made by them. The Class B Preferred Units have an initial liquidation preference of $1,000 per unit and are entitled to cumulative preferred distributions at a rate of 8.0% of the liquidation preference per annum, payable quarterly. Available cash will be distributed quarterly, first, to the Class B Preferred Unit holders to pay the preferred distributions for such quarter; second, to the Class B Preferred Unit holders to pay all amounts due and unpaid on such units (including accumulated and unpaid preferred distributions); third, until the liquidation preference of the Class B Preferred Units is reduced to $1.0, to the both Class B Preferred Unit holders and the Common Unit holders, with the percentage allocation between them varying based on a leverage ratio; and thereafter, to the Common Unit holders. Distributions on the Class B Preferred Units in excess of the preferred distributions will reduce the liquidation preference of the Class B Preferred Units. Until the completion of the first full twelve fiscal quarters after Stonepeak and Evolve have made aggregate capital contributions of at least $50.0 million, Levo may elect to pay the preferred distributions in cash or in kind. The Class D Incentive Units are profits interests intended to provide incentives to certain key employees and service providers of Levo, its members and its affiliates. The Class D Incentive Unit holders will receive certain distributions from and after the time that the Class B Preferred Unit holders have received a target return on their investment and the Common Unit holders have received a return of their capital contributions. At the earliest to occur of August 4, 2028, a fundamental change (which includes, for example, a change of control of the Company or Nuvve, certain changes in ownership of Levo, a sale of all or substantially all of Levo’s assets, or an initial public offering or direct listing of Levo) (a “Fundamental Change”) or a trigger event (which includes, for example, a failure to pay quarterly distributions or a material breach by us of our obligations under the transaction documents) (a “Trigger Event”), Stonepeak will have the option to cause Levo to redeem the Class B Preferred Units in whole or in part from time to time at a redemption price equal to the greater of the liquidation preference, a price based on a 12.5% internal rate of return, and a price based on a 1.55 multiple on invested capital. At any time following the earliest to occur of August 4, 2028 and a Trigger Event, Stonepeak has the right to cause a sale of Levo. In addition, at any time following the earliest to occur of August 4, 2023, the date on which Levo has entered into contracts with third parties to spend at least $500.0 million in aggregate capital expenditures, and a Trigger Event, Stonepeak has the right to effect an underwritten initial public offering of Levo. Levo will be managed by a board of managers consisting of nine managers, of whom (i) five will be appointed by Nuvve, (ii) for so long as any Class B Preferred Units remain outstanding or Stonepeak owns at least 10.0% or more of the issued and outstanding Common Units, three will be appointed by Stonepeak, and (iii) one will be an independent manager. For so long as Evolve owns more than 2.0% of the issued and outstanding Common Units, Evolve will have the right to designate one person to act as an observer at all meetings of the board of managers, subject to certain limited exceptions. Certain specified actions will require the approval of at least one of the Stonepeak managers, the representative of the Class B Preferred Unit holders and/or Evolve. The Company and its affiliates are required to present to Levo all investment or business opportunities in North America they become aware of and desire to pursue, to the extent such investment or business opportunities are within the scope of, primarily relate to or compete with, Levo’s business, and shall not pursue any such business opportunity, subject to certain exceptions, during the period ending on the earliest to occur of the funding of the full commitment amount (generally $750.0 million, subject to increase or decrease in accordance with the Levo LLCA), the end of the commitment period (generally August 4, 2024, subject to reduction or extension in certain circumstances) or a monetization event (including, for example, an underwritten initial public offering or sale of Levo). The Levo LLCA includes other customary provisions for an agreement of its type, including tag-along rights, a right of first offer on transfers, and drag-along rights. DSA Under the DSA, the Company or one of its affiliates will provide certain services to Levo and its subsidiaries, including operational, commercial, research and development, engineering, business development, legal, regulatory, accounting, treasury, and finance services. As payment for the services, for the initial development period commencing on August 4, 2021 and running through the date that Levo has entered into contracts with third parties to spend at least $25.0 million, in the aggregate, of capital expenditures relating to qualifying business opportunities, Levo will pay the Company an amount equal to 49.0% of its budgeted out-of-pocket and general and administrative expenses allocable to the provision of the services, and a fixed monthly general and administrative fee. After the expiration of the initial development period, Levo will pay the Company an amount equal to 100.0% of its budgeted out-of-pocket and general and administrative expenses allocable to the provision of the services, and a fixed monthly general and administrative fee. The DSA may be terminated under certain conditions, including by Levo for convenience upon 30 days’ written notice, by either party upon written notice to the other party upon a material uncured breach of the DSA, by the Company on 90 days’ written notice if no business opportunities have been approved during the commitment period under the Levo LLCA, or by either party upon 30 days’ notice following the earliest of the 3rd anniversary of Levo’s initial public offering, the 3rd anniversary of the date the Comapny ceases to own any Levo equity interests, and the 5th anniversary of the date the Comapny ceases to have the right to designate a majority of Levo’s board of managers. PLA The PLA includes, among other provisions, certain restrictive covenants with respect to Levo’s business, including a business opportunities covenant applicable to the Company that is identical to the one in the Levo LLCA described above, and a covenant granting Stonepeak a right of first offer to participate in certain future financing transactions of Levo. In addition, the Company agreed to reimburse each of Stonepeak and Evolve for a portion of their out-of-pocket expenses incurred in connection with the due diligence, documentation and negotiation of the agreements. BRA Under the BRA, so long as the Investors beneficially own any Class B Preferred Units or at least 10.0% of the Company’s common stock, Stonepeak has the right to designate two individuals to act as observers at all meetings of the Company’s board of directors. In addition, for so long as the Investors beneficially own at least 10.0% of the Company’s common stock, Stonepeak has the right to designate one individual for appointment as a member of the Company’s board of directors and as a member of one committee of the board of directors (or two committees, if the Investors beneficially own at least 15.0% of the Company’s common stock, or all committees, if the Investors beneficially own at least 25.0% of the Company’s common stock). Any such designee must meet certain qualification requirements. IP License and Escrow Agreement The IP License and Escrow Agreement provides that (i) certain intellectual property of the Company used in Levo’s business will be deposited into escrow, to be released to Levo upon the occurrence of certain specified release events (including, for example, certain circumstances in which the Company ceases to provide the services under the DSA and certain bankruptcy-related events), and (ii) the Company will grant a license to such intellectual property to Levo, which may be exercised solely after the occurrence of one of the specified release events. If (i) one of the specified release events has occurred, (ii) Stonepeak and Evolve have made capital contributions to Levo of at least $1.0 billion in respect of Class B Preferred Units or the commitment period has expired, and (iii) the Company and its subsidiaries no longer own any equity interests in Levo, from and after such time and for so long as the license subsists and the intellectual property remains proprietary, Levo shall pay the Company (or its successor) a royalty on all vehicle-to-grid net revenue generated by or on behalf of or otherwise attributable to Levo and its affiliates and sublicensees from assets acquired or developed by Levo and its sublicensees. The foregoing summaries of the Levo LLCA, the DSA, the BRA and the IP License and Escrow Agreement are qualified in their entirety by reference to the text of such agreements. Please refer to Exhibit 10.17, Exhibit 10.18, Exhibit 10.19, Exhibit 10.20 and Exhibit 10.21 in this Quarterly Report on Form 10-Q for the full text of the agreements. Reimbursement of Out-of-Pocket Expenses As part of the transaction agreement, the Company is responsible for the first $900,000 of Stonepeak’s out-of-pocket expenses, and the first $100,000 of Evolve’s out-of-pocket expenses. To the extent that the out-of-pocket expenses exceed those levels, Levo would bear all excess amounts. In addition, the Company is responsible for its own Levo related expenses for the first $1.0 million, and expenses above those levels will be borne by Levo. As of June 30, 2021, the Company has incurred and recorded in deferred financing costs $1.0 million towards the responsible for its own Levo related expenses.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On August 4, 2021, the Company formed a joint venture, Levo Mobility LLC with Stonepeak Rocket Holdings LP, a Delaware limited partnership and Evolve Transition Infrastructure LP, a Delaware limited partnership. Please see Note 15 for a summary description of the key items of the joint venture agreement. Also, please refer to Exhibit 10.17, Exhibit 10.18, Exhibit 10.19, Exhibit 10.20 and Exhibit 10.21 in this Quarterly Report on Form 10-Q for the full text of the agreements.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Principles of ConsolidationThe 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.

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

Emerging Growth CompanySection 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.

COVID-19

COVID-19 The novel coronavirus (COVID-19) which was declared a pandemic in March 2020, and the related restrictive measures such as travel restrictions, quarantines, and shutdowns, has negatively impacted the global economy. As national and local governments in different countries ease COVID-19 restrictions, and vaccines are distributed and rolled out successfully, we continue to see improved economic trends. However, COVID-19 and actions taken to mitigate its spread have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. 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.

Use of estimates

Use of Estimates

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

Warrants

WarrantsThe 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.

Foreign Currency Matters

Cash and Restricted Cash

Accounts Receivable

Accounts ReceivableAccounts 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 June 30, 2021 or December 31, 2020.

Concentrations of Credit Risk

Revenue for customers that accounted for 10% or more of revenue for the three and six months ended June 30, 2021 and 2020, are summarized below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Customer 1 (grant revenue)	25.7	%	*		20.2	%	35.4	%
Customer 2 (grant revenue)	*		47.6	%	22.9	%	*
Customer 3 (grant revenue)	*		36.0	%	*		15.9	%
Customer 4 (services revenue)	*		*		*		19.9	%
Customer 4 (services revenue)	22.9	%	*		13.3	%	*

Accounts receivable balances for customers that accounted for 10% or more of accounts receivable at June 30, 2021, and December 31, 2020, is summarized below:


	June 30, 2021		December 31, 2020
Customer 1 (grant revenue)	12	%	15	%
Customer 2 (grant revenue)	22	%	19	%
Customer 3 (product revenue)	21	%	27	%
Customer 4 (product revenue)	*		10	%
Customer 5 (product revenue)	*		10	%

____________________________

*Amount represents less than 10%

Inventories

InventoriesInventories, 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 June 30, 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.

Property and Equipment, Net

Property and Equipment, NetProperty 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.

Intangible Assets

Intangible AssetsIntangible 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

Impairment of Long-Lived AssetsThe 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 and six months ended June 30, 2021 and 2020.

Investments in Equity Securities Without Readily Determinable Fair Values

Employee Savings Plan

Employee Savings PlanThe 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 and six months ended June 30, 2021 and the year ended December 31, 2020, the Company did not contribute to the savings plan.

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

Net Loss Per Share Attributable to Common StockholdersThe 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.

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

Cost of RevenueCost 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.

Contract Costs

Contract CostsUnder 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 June 30, 2021, and December 31, 2020 and determined these to be immaterial to the condensed consolidated financial statements.

Income Taxes

Income TaxesThe 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.

Research and Development

Research and DevelopmentThe 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.

Stock-Based Compensation

Stock-Based CompensationThe Company accounts for share-based awards granted to employees and non-employees 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.

Segment Reporting


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
United States	$	812,796	$	272,643	$	1,404,627	$	836,559
United Kingdom	113,703		188,436		254,989		319,877
Denmark	54,831		2,064		120,746		252,037
	$	981,330	$	463,143	$	1,780,362	$	1,408,473

The following table summarizes the Company’s long-lived assets in different geographic locations as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Long-lived assets:
United States	$	1,624,203	$	1,705,201
Denmark	29,977		10,544
	$	1,654,180	$	1,715,745

Recently adopted accounting pronouncements

Recently issued accounting pronouncements not yet adopted

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Schedule of revenue for customers

Revenue for customers that accounted for 10% or more of revenue for the three and six months ended June 30, 2021 and 2020, are summarized below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Customer 1 (grant revenue)	25.7	%	*		20.2	%	35.4	%
Customer 2 (grant revenue)	*		47.6	%	22.9	%	*
Customer 3 (grant revenue)	*		36.0	%	*		15.9	%
Customer 4 (services revenue)	*		*		*		19.9	%
Customer 4 (services revenue)	22.9	%	*		13.3	%	*

Accounts receivable balances for customers that accounted for 10% or more of accounts receivable at June 30, 2021, and December 31, 2020, is summarized below:


	June 30, 2021		December 31, 2020
Customer 1 (grant revenue)	12	%	15	%
Customer 2 (grant revenue)	22	%	19	%
Customer 3 (product revenue)	21	%	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

The following table summarizes the Company’s revenues for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
United States	$	812,796	$	272,643	$	1,404,627	$	836,559
United Kingdom	113,703		188,436		254,989		319,877
Denmark	54,831		2,064		120,746		252,037
	$	981,330	$	463,143	$	1,780,362	$	1,408,473

The following table summarizes the Company’s long-lived assets in different geographic locations as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Long-lived assets:
United States	$	1,624,203	$	1,705,201
Denmark	29,977		10,544
	$	1,654,180	$	1,715,745

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of information regarding disaggregated revenue based on revenue by service

The following table provides information regarding disaggregated revenue based on revenue by service lines for the three and six months ended June 30:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue recognized over time:
Services	$	363,366	$	35,739	$	530,611	$	296,511
Grants	214,814		408,818		701,943		1,048,427
Products	403,150		18,586		547,808		63,535
Total revenue	$	981,330	$	463,143	$	1,780,362	$	1,408,473

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


2021 (remaining six months)	$	379,235
Thereafter	123,133
Total	$	502,368

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2021		Total Gains (Losses) For The Three Months Ended June 30, 2021		Total Gains (Losses) For The Six Months Ended June 30, 2021
Recurring fair value measurements
Private warrants	$	—	$	—	$	1,183,000	$	1,183,000	$	(351,602)	$	70,228
Total recurring fair value measurements	$	—	$	—	$	1,183,000	$	1,183,000	$	(351,602)	$	70,228

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 recognized during the six months ended June 30, 2021 included in earnings	(70,228)
Balance at June 30, 2021	$	1,183,000

Fair Value Measurement Inputs and Valuation Techniques


	Series B Warrants	Series C Warrants	Series D Warrants	Series E Warrants	Series F Warrants	Options
Fair value (in millions)	$12.8	$5.6	$4.8	$3.8	$3.2	$12.6
Valuation methodology	Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Black Scholes
Terms (years)	10	10	10	10	10	7.50
Risk free rate	1.6%	1.6%	1.6%	1.6%	1.6%	1.4%
Strike price	$10.0	$15.0	$20.0	$30.0	$40.0	$50.0

Volatility	55.0%	55.0%	55.0%	55.0%	55.0%	57.0%
Capital expenditure forecast (in millions)	N/A	$125.0	$250.0	$375.0	$500.0	N/A
Probability of warrants vesting	100.0%	96.9%	87.7%	78.2%	69.9%	N/A

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of estimated future amortization expense amortizable intangible assets

Total estimated future amortization expense is as follows:


2021 (remaining six months)	$	69,718
2022	139,437
2023	139,437
2024	139,437
2025	139,437
Thereafter	923,329
	$	1,550,795

Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of debt

The following is a summary of debt as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
6% Senior Secured Convertible Debenture	$	—	$	4,000,000
Payroll Protection Plan loan	—		492,100
	—		4,492,100
Less: discount on convertible debenture	—		(198,046)
Total debt - current	$	—	$	4,294,054

Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of common stock issuable upon exercise of warrants outstanding


	Number of Warrants	Number of Warrants Exercisable	Exercise Price	Expiration Date
Public Warrants	2,875,000	—	$11.50	March 19, 2026
Private Warrants	136,250	—	$11.50	March 19, 2026
PIPE Warrants	1,353,750	—	$11.50	March 19, 2026
Stonepeak/Evolve Warrants - series B	2,000,000	—	$10.00	May 17, 2031
Stonepeak/Evolve Warrants - series C	1,000,000	—	$15.00	May 17, 2031
Stonepeak/Evolve Warrants - series D	1,000,000	—	$20.00	May 17, 2031
Stonepeak/Evolve Warrants - series E	1,000,000	—	$30.00	May 17, 2031
Stonepeak/Evolve Warrants - series F	1,000,000	—	$40.00	May 17, 2031
	10,365,000

Stock Option Plan (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock-based compensation expense for stock options

Stock-based compensation expense for the three and six months ended June 30 are as follows


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Options	$	810,738	$	21,957	$	1,063,008	$	32,978
Restricted stock	258,137		—		267,972		—
Total	$	1,068,875	$	21,957	$	1,330,980	$	32,978

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

The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the six months ended June 30, 2021 for the 2010 Plan and the 2020 Plan.


	2010 Plan		2020 Plan
Expected life of options (in years) (1)	6.0		6.0
Dividend yield (2)	0	%	0	%
Risk-free interest rate (3)	1.02	%	1.02	%
Volatility (4)	60.4	%	60.4	%

__________________

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

(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.

Schedule of stock option activity

The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the six months ended June 30, 2021:


	Shares	Weighted- Average Exercise Price per Share($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2020	1,235,860	2.89	6.73	—
Granted	81,775	8.71	—	—
Exercised	—	—	—	—
Forfeited	(2,766)	4.41	—	—
Expired/Cancelled	(2,544)	2.73	—	—
Outstanding - June 30, 2021	1,312,325	3.25	6.39	13,871,041

Options Exercisable at June 30, 2021	974,127	2.03	5.52	11,480,737
Option Vested at June 30, 2021	970,941	2.04	5.51	11,441,071

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2021 was $4.06.

The following is a summary of the stock option activity under the 2020 Plan for the six months ended June 30, 2021:


	Shares	Weighted- Average Exercise Price per Share ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2020	—	—	—	—
Granted	1,686,350	12.81	9.75	—
Exercised	—	—	—	—
Forfeited	—	—	—	—
Expired/Cancelled	(100)	10.00	—	—
Outstanding - June 30, 2021	1,686,250	12.81	9.75	1,710,440

Options Exercisable at June 30, 2021	—	—	—	—
Option Vested at June 30, 2021	—	—	—	—

Disclosure of share-based compensation arrangements by share-based payment award

Other Information:






	June 30, 2021		Weighted average remaining recognition period
Total unrecognized options compensation costs	$	12,504,838	3.56

Schedule of nonvested restricted stock units

A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2020, and changes during the six months ended June 30, 2021, is presented below:


	Shares	Weighted- Average Grant Date Fair Value($)
Nonvested at December 31, 2020	—	—
Granted	355,046	10.81
Vested/Release	—	—
Cancelled/Forfeited	—	—
Nonvested and Outstanding at June 30, 2021	355,046	10.81

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of income tax information


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Income tax (benefit) expense	$	1,000		$	1,000		$	1,000		$	1,000
Effective tax rate	0.0		%	(0.1)		%	0.0		%	(0.1)		%

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of earnings per share

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net loss	$	(6,187,306)	$	(1,054,102)	$	(11,549,026)	$	(1,551,910)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	18,668,009		8,778,916		14,560,862		8,778,916
Net Loss per share attributable to common stockholders, basic and diluted	$	(0.33)	$	(0.12)	$	(0.79)	$	(0.18)

Schedule of antidilutive securities excluded from the computation of earnings per share


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
Stock options issued and outstanding	2,505,711	962,891	1,792,556	970,387
Nonvested restricted stock issued and outstanding	677,543	—	582,148	—
Public warrants	2,875,000	—	1,627,060	—
Private warrants	136,250	—	77,109	—
PIPE warrants	1,353,750	—	766,133	—
Stonepeak and Evolve warrants	2,901,099	—	1,450,549	—
Stonepeak and Evolve options	2,417,582	—	1,208,791	—
Convertible notes payable	—	150,576	—	139,624
Total	12,866,935	1,113,467.00	7,504,346	1,110,011

Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Lease costs

Supplemental unaudited consolidated balance sheet information related to leases is as follows:


	Classification	June 30, 2021

Operating lease assets	Right-of-use operating lease assets	$	5,253
Finance lease assets	Property, plant and equipment, net	29,977
Total lease assets		$	35,230

Operating lease liabilities - current	Operating lease liabilities - current	$	5,406

Finance lease liabilities - current	Other liabilities - current	3,363
Finance lease liabilities - noncurrent	Other long-term liabilities	26,614
Total lease liabilities		$	35,383

The components of lease expense are as follows:


		Three Months Ended June 30,		Six Months Ended June 30,
	Classification	2021		2021

Operating lease expense	Selling, general and administrative	$	33,396	$	91,827
Finance lease expense:
Amortization of finance lease assets	Selling, general and administrative	2,190		2,190
Interest on finance lease liabilities	Interest expense	510		510
Total lease expense		$	36,096	$	94,527

Lease term and discount rate:


						June 30, 2021
Weighted-average remaining lease terms (in years):
Operating lease						0.2
Finance lease						4.8

Weighted-average discount rate:
Operating lease						10%
Finance lease						10%

Other Information:


	Six Months Ended June 30,
	2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	94,818
Operating cash flows from finance leases	510
Financing cash flows from finance leases	$	1,989

Leased assets obtained in exchange for new finance lease liabilities	$	29,977
Leased assets obtained in exchange for new operating lease liabilities	$	—

Lessee, operating lease, liability, maturity


	Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	June 30, 2021		June 30, 2021
2021	$	5,474	$	3,977
2022	—		7,954
2023	—		7,954
2024	—		7,954
2025	—		7,954
Thereafter	—		1,988
Total lease payments	5,474		37,781
Less: interest	(68)		(7,804)
Total lease obligations	$	5,406	$	29,977

Finance lease, liability, maturity


	Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	June 30, 2021		June 30, 2021
2021	$	5,474	$	3,977
2022	—		7,954
2023	—		7,954
2024	—		7,954
2025	—		7,954
Thereafter	—		1,988
Total lease payments	5,474		37,781
Less: interest	(68)		(7,804)
Total lease obligations	$	5,406	$	29,977

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

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of milestone event

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

Organization and Description of Business (Details)	6 Months Ended
Organization and Description of Business (Details)	Jun. 30, 2021 member
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Company ownership	100.00%
Nuvve
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of Wholly Owned Subsidiaries	1
Nuvve Corp.
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of Wholly Owned Subsidiaries	3

Summary of Significant Accounting Policies - Narrative (Details)								3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 26, 2021 $ / shares shares	Mar. 19, 2021 USD ($) $ / shares	Nov. 17, 2020 USD ($)	Nov. 12, 2020	Nov. 11, 2020 USD ($) member $ / shares shares	Nov. 11, 2020 USD ($) member $ / shares shares	Feb. 19, 2020 shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) shares	May 17, 2021 USD ($) $ / shares	Mar. 18, 2021 shares
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase price (in Dollars per share) \| $ / shares													$ 50.00
Convertible debenture percentage			6.00%	6.00%
Number of options outstanding (in shares) \| shares														1,303,610
Grant date fair value of securities purchase agreement													$ 12,600,000
Stock repurchased during period (in Shares) \| shares	134,449					600,000
Shares issued (in Dollars per share) \| $ / shares					$ 10.00	$ 10.00
Stock repurchased, average cost per share (in Dollars per share) \| $ / shares	$ 14.87					$ 14.87
Average closing period					5 days	5 days
Number of members on the board of directors \| member					7	7
Value of amount								$ 2,085,320
Units in values								$ 14,247,500
Value of trust account										$ 58,471,961
Redemption of shares (in Shares) \| shares										18,630
Transaction costs										$ 3,702,421
Repurchase amount										487,500	$ 0
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).
Total lease obligations										$ 5,406
Operating cash flows from operating leases										94,818
Right-of-use operating assets										5,253		$ 0
Operating lease liabilities - current										5,406		0
Subscription Agreements
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares) \| shares					1,425,000
Purchase price (in Dollars per share) \| $ / shares					$ 10.00	$ 10.00
Amount of purchase					$ 14,250,000
Cumulative Effect, Period of Adoption, Adjustment
Summary of Significant Accounting Policies (Details) [Line Items]
Total lease obligations												98,491
Operating cash flows from operating leases												$ 100,292
Borrowing rate												10.00%
Right-of-use operating assets												$ 95,346
Operating lease liabilities - current												98,491
Accrued rent												3,145
EDF Renewables
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage					5.00%	5.00%
Options to resell common stock to parent, exercised during period, value						$ 2,000,000
Earn-out Shares
Summary of Significant Accounting Policies (Details) [Line Items]
Contingent consideration, revenue threshold												$ 30,000,000
Newborn
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase price (in Dollars per share) \| $ / shares		$ 10.00
Convertible instruments, conversion ratio		0.212403050
Closing merger consideration, amount used in calculating total consideration		$ 100,000,000
Grant date fair value of securities purchase agreement		4,265,785
Newborn \| Earn-out Shares
Summary of Significant Accounting Policies (Details) [Line Items]
Contingent earnout shares \| shares												4,000,000.0
6% Senior Secured Convertible Debenture
Summary of Significant Accounting Policies (Details) [Line Items]
Amount of purchase			$ 4,000,000
Convertible debenture percentage			6.00%
PIPE Warrants
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares) \| shares					1,353,750		5,750,000
Common Stock
Summary of Significant Accounting Policies (Details) [Line Items]
Effect of reverse recapitalization (in shares) \| shares								9,122,996	8,778,916
Value of amount								$ 21
Units in values								$ 143
Issued shares (in Shares) \| shares								208,532
Repurchase amount										6,000,000
PIPE Warrants
Summary of Significant Accounting Policies (Details) [Line Items]
Transaction costs		14,247,500
Cash in amount		$ 2,500
Public and Private units
Summary of Significant Accounting Policies (Details) [Line Items]
Units in values										$ 57,989,380
Newborn
Summary of Significant Accounting Policies (Details) [Line Items]
Stock conversion ratio			0.1
Issued shares (in Shares) \| shares										57,500,000
Repurchase amount										$ 487,500
Newborn \| Private Placement
Summary of Significant Accounting Policies (Details) [Line Items]
Purchased shares (in Shares) \| shares										272,500
Shares issued (in Dollars per share) \| $ / shares										$ 10.00
Number of shares per unit (in Shares) \| shares										1
Number of warrants per unit (in Shares) \| shares							1			1
Percent of one share of common stock										50.00%
Number of rights per unit (in Shares) \| shares										1
Percent of common stock issued upon conversion of right										10.00%
Newborn \| IPO
Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued (in Dollars per share) \| $ / shares										$ 10.00
Value of amount										$ 5,750,000
Number of shares per unit (in Shares) \| shares										1
Number of warrants per unit (in Shares) \| shares							1			1
Percent of one share of common stock							50.00%			50.00%
Number of rights per unit (in Shares) \| shares										1
Percent of common stock issued upon conversion of right										10.00%
Nuvve
Summary of Significant Accounting Policies (Details) [Line Items]
Number of members on the board of directors \| member					5	5
Newborn
Summary of Significant Accounting Policies (Details) [Line Items]
Number of members on the board of directors \| member					2	2

Summary of Significant Accounting Policies (Details) - Schedule of revenue for customers - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Customer 1 \| Revenue Benchmark
Revenue, Major Customer [Line Items]
Concentration risk	25.70%		20.20%	35.40%
Customer 1 \| Accounts Receivable
Revenue, Major Customer [Line Items]
Concentration risk			12.00%		15.00%
Customer 2 \| Revenue Benchmark
Revenue, Major Customer [Line Items]
Concentration risk		47.60%	22.90%
Customer 2 \| Accounts Receivable
Revenue, Major Customer [Line Items]
Concentration risk			22.00%		19.00%
Customer 3 \| Revenue Benchmark
Revenue, Major Customer [Line Items]
Concentration risk		36.00%		15.90%
Customer 3 \| Accounts Receivable
Revenue, Major Customer [Line Items]
Concentration risk			21.00%		27.00%
Customer 4 \| Revenue Benchmark
Revenue, Major Customer [Line Items]
Concentration risk	22.90%		13.30%	19.90%
Customer 4 \| Accounts Receivable
Revenue, Major Customer [Line Items]
Concentration risk					10.00%
Customer 5 \| Accounts Receivable
Revenue, Major Customer [Line Items]
Concentration risk					10.00%

Summary of Significant Accounting Policies (Details) - Schedule of company operates in a single business segment - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Revenues	$ 981,330	$ 463,143	$ 1,780,362	$ 1,408,473
Long-lived assets	1,654,180	1,715,745	1,654,180	1,715,745
United States
Segment Reporting Information [Line Items]
Revenues	812,796	272,643	1,404,627	836,559
Long-lived assets	1,624,203	1,705,201	1,624,203	1,705,201
United Kingdom
Segment Reporting Information [Line Items]
Revenues	113,703	188,436	254,989	319,877
Denmark
Segment Reporting Information [Line Items]
Revenues	54,831	2,064	120,746	252,037
Long-lived assets	$ 29,977	$ 10,544	$ 29,977	$ 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
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-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
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-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
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-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		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Deferred Revenue Arrangement [Line Items]
Total revenue	$ 981,330	$ 463,143	$ 1,780,362	$ 1,408,473
Services
Deferred Revenue Arrangement [Line Items]
Total revenue	363,366	35,739	530,611	296,511
Grants
Deferred Revenue Arrangement [Line Items]
Total revenue	214,814	408,818	701,943	1,048,427
Products
Deferred Revenue Arrangement [Line Items]
Total revenue	$ 403,150	$ 18,586	$ 547,808	$ 63,535

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: 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 2: 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 3: 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 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 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: 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 8: 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 9: 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 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue Recognition (Details) - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers	Jun. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 502,368
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 379,235
Revenue, remaining performance obligation, expected timing of satisfaction, period	6 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 123,133
Revenue, remaining performance obligation, expected timing of satisfaction, period

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet	3 Months Ended	6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Recurring fair value measurements
Total recurring fair value measurements	$ 1,183,000	$ 1,183,000
Recurring fair value measurements, gain (loss) during period	(351,602)	70,228
Private Warrants
Recurring fair value measurements
Total recurring fair value measurements	1,183,000	1,183,000
Recurring fair value measurements, gain (loss) during period	(351,602)	70,228
Level 1: Quoted Prices in Active Markets for Identical Assets
Recurring fair value measurements
Total recurring fair value measurements	0	0
Level 1: Quoted Prices in Active Markets for Identical Assets \| Private Warrants
Recurring fair value measurements
Total recurring fair value measurements	0	0
Level 2: Significant Other Observable Inputs
Recurring fair value measurements
Total recurring fair value measurements	0	0
Level 2: Significant Other Observable Inputs \| Private Warrants
Recurring fair value measurements
Total recurring fair value measurements	0	0
Level 3: Significant Unobservable Inputs
Recurring fair value measurements
Total recurring fair value measurements	1,183,000	1,183,000
Level 3: Significant Unobservable Inputs \| Private Warrants
Recurring fair value measurements
Total recurring fair value measurements	$ 1,183,000	$ 1,183,000

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Warrants	6 Months Ended
	Jun. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance	$ 0
Assumed at closing of merger	1,253,228
Total (gains) losses for the period included in earnings	(70,228)
Balance	$ 1,183,000

Fair Value Measurements - Narrative (Details)	Jun. 30, 2021 $ / shares	May 17, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, term		10 years
Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 11.50
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 11.50
Warrants outstanding, term	4 years 8 months 12 days
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input	0.008
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input	0.880

Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Techniques (Details)	Jun. 30, 2021 USD ($) $ / shares	May 17, 2021 USD ($) $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $	$ 1,183,000
Warrants outstanding, term		10 years
Stonepeak/Evolve Warrants - series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 10.00
Stonepeak/Evolve Warrants - series C
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	15.00
Stonepeak/Evolve Warrants - series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	20.00
Stonepeak/Evolve Warrants - series E
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	30.00
Stonepeak/Evolve Warrants - series F
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	40.00
Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise price (in Dollars per share)	$ 11.50
Level 3: Significant Unobservable Inputs
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $	$ 1,183,000
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series B
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 12,800,000
Warrants outstanding, term		10 years
Exercise price (in Dollars per share)		$ 10.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series B \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.016
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series B \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.550
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series B \| Probability of warrants vesting
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		1.000
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series C
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 5,600,000
Warrants outstanding, term		10 years
Exercise price (in Dollars per share)		$ 15.0
Capital expenditure forecast (in millions) \| $		$ 125,000,000.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series C \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.016
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series C \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.550
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series C \| Probability of warrants vesting
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.969
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 4,800,000
Warrants outstanding, term		10 years
Exercise price (in Dollars per share)		$ 20.0
Capital expenditure forecast (in millions) \| $		$ 250,000,000.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series D \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.016
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series D \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.550
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series D \| Probability of warrants vesting
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.877
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series E
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 3,800,000
Warrants outstanding, term		10 years
Exercise price (in Dollars per share)		$ 30.0
Capital expenditure forecast (in millions) \| $		$ 375,000,000.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series E \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.016
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series E \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.550
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series E \| Probability of warrants vesting
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.782
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series F
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 3,200,000
Warrants outstanding, term		10 years
Exercise price (in Dollars per share)		$ 40.0
Capital expenditure forecast (in millions) \| $		$ 500,000,000.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series F \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.016
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series F \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.550
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak/Evolve Warrants - series F \| Probability of warrants vesting
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.699
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak Options
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (in millions) \| $		$ 12,600,000
Warrants outstanding, term		7 years 6 months
Exercise price (in Dollars per share)		$ 50.0
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak Options \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.014
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Stonepeak Options \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input		0.570
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding, term	4 years 8 months 12 days
Exercise price (in Dollars per share)	$ 11.50
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants \| Risk free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input	0.008
Level 3: Significant Unobservable Inputs \| Fair Value, Nonrecurring \| Private Warrants \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and right outstanding, measurement input	0.880

Investment in Dreev (Details) - USD ($)	3 Months Ended		6 Months Ended
Investment in Dreev (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Oct. 31, 2019	Oct. 31, 2018
Schedule of Investments [Line Items]
Company's equity ownership					13.00%
Consulting services (in Dollars)	$ 0	$ 71,643	$ 0	$ 254,212
Dreev
Schedule of Investments [Line Items]
Company sold equity interest						49.00%
Company Sold Equity Interest \| Dreev
Schedule of Investments [Line Items]
Company sold equity interest					36.00%
Company's Equity Ownership
Schedule of Investments [Line Items]
Company's equity ownership						49.00%

Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Gross intangible asset	$ 2,091,556		$ 2,091,556		$ 2,091,556
Amortization expense of intangible assets	34,860	$ 26,553	69,719	$ 53,106
Finite-lived intangible assets, accumulated amortization	540,761		540,761		471,042
Finite-lived intangible assets, net	$ 670,951		$ 670,951		$ 1,550,795
Acquire finite-lived intangible assets, weighted average useful life			11 years 4 months 24 days

Intangible Assets - Schedule of estimated future amortization expense amortizable intangible assets (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2021 (remaining six months)		$ 69,718
2022		139,437
2023		139,437
2024		139,437
2025		139,437
Thereafter		923,329
Total estimated future amortization expense	$ 670,951	$ 1,550,795

Debt - Schedule of debt (Details) - USD ($)	Nov. 17, 2020	Nov. 12, 2020	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible debenture percentage	6.00%	6.00%
6% Senior Secured Convertible Debenture			$ 0	$ 4,000,000
Payroll Protection Plan loan			0	492,100
Total			0	4,492,100
Less: discount on convertible debenture	$ (263,565)		0	(198,046)
Total debt - current			$ 0	$ 4,294,054

Debt - Narrative (Details) - USD ($)			1 Months Ended		3 Months Ended		6 Months Ended
Debt - Narrative (Details) - USD ($)	Nov. 17, 2020	Nov. 12, 2020	May 31, 2020	Jul. 30, 2018	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Apr. 30, 2020	Jul. 31, 2018
Debt (Details) [Line Items]
Convertible debenture percentage	6.00%	6.00%
Loan amount		$ 4,000,000
Net proceeds	$ 3,736,435
Debt discount	$ 263,565				$ 0		$ 0		$ 198,046
Interest percentage	6.00%
Conversion price (in Dollars per share)	$ 1.56
Interest expense						$ 0		$ 0
Debt instrument, stated rate											5.00%
Equity financing, conversion price, percent of price paid				80.00%
Debt conversion, converted instrument, shares issued	1,529,225
Outstanding balance					0		0		0
Principal amount					0		0		$ 0
Coronavirus Aid Relief And Economic Security
Debt (Details) [Line Items]
Loan amount										$ 482,100
Interest percentage										1.00%
Loan term										2 years
Debentures Subject to Mandatory Redemption
Debt (Details) [Line Items]
Interest expense					0		52,402
Convertible Notes payable
Debt (Details) [Line Items]
Interest expense					0	2,213	0	4,088
PPP Loan
Debt (Details) [Line Items]
Interest expense					$ 402	804	$ 1,607	804
Economic Injury Disaster Loan
Debt (Details) [Line Items]
Loan amount			$ 149,900
Interest expense						$ 0		$ 0
Debt instrument, stated rate			3.75%
Advance amount			$ 10,000
Debt instrument, term			30 years

Stockholders’ Equity (Details)					3 Months Ended		6 Months Ended
Stockholders’ Equity (Details)	Apr. 26, 2021 USD ($) $ / shares shares	Nov. 11, 2020 $ / shares shares	Nov. 11, 2020 USD ($) $ / shares shares	Feb. 19, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) classOfStock $ / shares shares	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) classOfStock $ / shares shares	Jun. 30, 2020 USD ($)	May 17, 2021 USD ($) $ / shares	Dec. 31, 2020 $ / shares shares
Stockholders' Equity [Line Items]
Number of classes of stock \| classOfStock					2		2
Authorized capital stock (in Shares) \| shares							101,000,000
Common stock, shares authorized (in Shares) \| shares					100,000,000		100,000,000			30,000,000
Common stock par value (in Dollars per share)					$ 0.0001		$ 0.0001			$ 0.0001
Preferred stock, shares authorized (in Shares) \| shares					1,000,000		1,000,000			1,000,000
Preferred stock par value (in Dollars per share)					$ 0.0001		$ 0.0001			$ 0.0001
Warrants outstanding, term									10 years
Redemption period					30 days		30 days
Threshold consecutive trading days					20 days		20 days
Threshold trading days					30 days		30 days
Registration ineffective, threshold trading days					90 days		90 days
Purchase price (in Dollars per share)									$ 50.00
Fair value (in Dollars) \| $					$ 351,602	$ 0	$ (70,228)	$ 0
Shares issued (in Dollars per share)		$ 10.00	$ 10.00
Stock repurchased during period (in Shares) \| shares	134,449	600,000
Repurchase of common stock from EDF \| $	$ 2,000,000						6,000,000	$ 0
Stock repurchased, average cost per share (in Dollars per share)	$ 14.87	$ 14.87
Purchase agreement, authorized amount \| $									$ 250,000,000
Grant date fair value of securities purchase agreement \| $									$ 12,600,000
Unit Purchase Option
Stockholders' Equity [Line Items]
Percent of one share of common stock				10.00%
Shares issued (in Dollars per share)				$ 100
Exercisable units (in shares) \| shares				316,250
Options exercisable (in Dollars per share)				$ 11.50
Aggregate exercise price \| $				$ 3,636,875
Unit Purchase Option \| Minimum
Stockholders' Equity [Line Items]
Right to registration, period				5 years
Unit Purchase Option \| Maximum
Stockholders' Equity [Line Items]
Right to registration, period				7 years
Investor
Stockholders' Equity [Line Items]
Common stock shares purchase (in Shares) \| shares			1,425,000
Purchase price per share value (in Dollars per share)		$ 10.00	$ 10.00
PIPE
Stockholders' Equity [Line Items]
Sale of units (in Shares) \| shares		1.9
Aggregate purchase price of common stock (in Dollars) \| $			$ 14,250,000
Purchase price (in Dollars per share)		$ 11.50	$ 11.50
Private Placement
Stockholders' Equity [Line Items]
Warrants and rights outstanding \| $					1,183,000		1,183,000
Fair value (in Dollars) \| $					$ (351,602)		$ 70,228
Private Placement \| Newborn
Stockholders' Equity [Line Items]
Sale of units (in Shares) \| shares							272,500
Number of warrants per unit (in Shares) \| shares				1			1
Percent of one share of common stock					50.00%		50.00%
Shares issued (in Dollars per share)					$ 10.00		$ 10.00
IPO \| Newborn
Stockholders' Equity [Line Items]
Number of warrants per unit (in Shares) \| shares				1			1
Percent of one share of common stock				50.00%	50.00%		50.00%
Shares issued (in Dollars per share)					$ 10.00		$ 10.00
Class of warrant or right, number of securities called by each warrant \| shares				1
Stonepeak Warrants \| Securities Purchase Agreement
Stockholders' Equity [Line Items]
Percent of warrants issued									90.00%
Evolve Warrants \| Securities Purchase Agreement
Stockholders' Equity [Line Items]
Percent of warrants issued									10.00%
Warrants
Stockholders' Equity [Line Items]
Common stock par value (in Dollars per share)					11.50		11.50
Sale of units (in Shares) \| shares			1,353,750	5,750,000
Exercise price (in Dollars per share)					0.01		0.01
Shares, price per share (in Dollars per share)					16.50		16.50
Warrants \| Private Placement
Stockholders' Equity [Line Items]
Aggregate share purchase (in Shares) \| shares				272,500
Stonepeak/Evolve Warrants - series B
Stockholders' Equity [Line Items]
Warrants outstanding, grant date fair value \| $									$ 12,800,000
Exercise price (in Dollars per share)					10.00		10.00
Stonepeak/Evolve Warrants - series C
Stockholders' Equity [Line Items]
Warrants outstanding, grant date fair value \| $									5,600,000
Exercise price (in Dollars per share)					15.00		15.00
Stonepeak/Evolve Warrants - series D
Stockholders' Equity [Line Items]
Warrants outstanding, grant date fair value \| $									4,800,000
Exercise price (in Dollars per share)					20.00		20.00
Stonepeak/Evolve Warrants - series E
Stockholders' Equity [Line Items]
Warrants outstanding, grant date fair value \| $									3,800,000
Exercise price (in Dollars per share)					30.00		30.00
Stonepeak/Evolve Warrants - series F
Stockholders' Equity [Line Items]
Warrants outstanding, grant date fair value \| $									$ 3,200,000
Exercise price (in Dollars per share)					$ 40.00		$ 40.00

Stockholders’ Equity - Schedule of common stock issuable upon exercise of warrants outstanding (Details)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	10,365,000
Public Warrants
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	2,875,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 11.50
Private Warrants
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	136,250
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 11.50
PIPE Warrants
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	1,353,750
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 11.50
Stonepeak/Evolve Warrants - series B
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	2,000,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 10.00
Stonepeak/Evolve Warrants - series C
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	1,000,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 15.00
Stonepeak/Evolve Warrants - series D
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	1,000,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 20.00
Stonepeak/Evolve Warrants - series E
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	1,000,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 30.00
Stonepeak/Evolve Warrants - series F
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items]
Number of Warrants (in shares)	1,000,000
Number of Warrants Exercisable (in shares)	0
Exercise price (in Dollars per share) \| $ / shares	$ 40.00

Stock Option Plan - Narrative (Details) - USD ($)	3 Months Ended	6 Months Ended
Stock Option Plan - Narrative (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based option modified (in Shares)		1,640,000
Increase decrease exercise price (in Dollars per share)		$ 0.60
Incremental compensation cost (in Dollars)		$ 246,000
Unrecognized compensation costs, period of recognition		3 years 6 months 21 days
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional compensation expense	$ 21,728
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to nonvested restricted stock (in Dollars)			$ 3,568,408
Unrecognized compensation costs, period of recognition		3 years
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate of common shares (in Shares)	3,300,000	3,300,000
Option contractual life		10 years
Issuance of common stock available for future (in Shares)	1,258,704	1,258,704
Weighted average grant date fair value of options granted during period (in Dollars per share)		$ 7.27
2020 Plan \| Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option vesting period		4 years
2010 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of options granted during period (in Dollars per share)		$ 4.06

Stock Option Plan - Schedule of stock-based compensation expense for stock options (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 810,738	$ 21,957	$ 1,063,008	$ 32,978
Restricted stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	258,137	0	267,972	0
Options and Restricted Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 1,068,875	$ 21,957	$ 1,330,980	$ 32,978

Stock Option Plan - Schedule of black-scholes option pricing model to estimate the fair value of stock options (Details)	6 Months Ended
	Jun. 30, 2021
2010 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of options (in years)	6 years
Dividend yield	0.00%
Risk-free interest rate	1.02%
Volatility	60.40%
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of options (in years)	6 years
Dividend yield	0.00%
Risk-free interest rate	1.02%
Volatility	60.40%

Stock Option Plan - Schedule of stock option activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
2020 Plan
Shares
Beginning balance (in Shares)	0
Granted, (in Shares)	1,686,350
Exercised (in Shares)	0
Forfeited (in Shares)	0
Expired/Cancelled (in Shares)	(100)
Ending balance (in Shares)	1,686,250	0
Weighted- Average Exercise Price per Share($)
Beginning balance (in Dollars per share)	$ 0
Granted (in Dollars per share)	12.81
Exercised (in Dollars per share)	0
Forfeited (in Dollars per share)	0
Expired/Cancelled (in Dollars per share)	10.00
Ending balance (in Dollars per share)	$ 12.81	$ 0
Weighted- Average Remaining Contractual Term (Years)
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	9 years 9 months
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	9 years 9 months
Aggregate Intrinsic Value($)
Outstanding	$ 1,710,440
2010 Plan
Shares
Beginning balance (in Shares)	1,235,860
Granted, (in Shares)	81,775
Exercised (in Shares)	0
Forfeited (in Shares)	(2,766)
Expired/Cancelled (in Shares)	(2,544)
Ending balance (in Shares)	1,312,325	1,235,860
Options exercisable (in Shares)	974,127
Options vested (in Shares)	970,941
Weighted- Average Exercise Price per Share($)
Beginning balance (in Dollars per share)	$ 2.89
Granted (in Dollars per share)	8.71
Exercised (in Dollars per share)	0
Forfeited (in Dollars per share)	4.41
Expired/Cancelled (in Dollars per share)	2.73
Ending balance (in Dollars per share)	3.25	$ 2.89
Options exercisable (in Dollars per share)	2.03
Options vested (in Dollars per share)	$ 2.04
Weighted- Average Remaining Contractual Term (Years)
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	6 years 4 months 20 days	6 years 8 months 23 days
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	6 years 4 months 20 days	6 years 8 months 23 days
Options exercisable, weighted average remaining contractual term	5 years 6 months 7 days
Options vested, weighted average remaining contractual term	5 years 6 months 3 days
Aggregate Intrinsic Value($)
Outstanding	$ 13,871,041
Exercisable	11,480,737
Vested	$ 11,441,071

Stock Option Plan - Schedule of other share based compensation information (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
Share-based Payment Arrangement [Abstract]
Unrecognized compensation costs	$ 12,504,838
Unrecognized compensation costs, period of recognition	3 years 6 months 21 days

Stock Option Plan - Schedule of nonvested restricted stock units (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in Shares) \| shares	0
Granted (in Shares) \| shares	355,046
Vested/Release (in Shares) \| shares	0
Cancelled/Forfeited (in Shares) \| shares	0
Ending balance (in Shares) \| shares	355,046
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in Dollars per share) \| $ / shares	$ 0
Granted (in Dollars per share) \| $ / shares	10.81
Vested/Release (in Dollars per share) \| $ / shares	0
Cancelled/Forfeited (in Dollars per share) \| $ / shares	0
Ending balance (in Dollars per share) \| $ / shares	$ 10.81

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ 1,000	$ 1,000	$ 1,000	$ 1,000
Effective tax rate	0.00%	(0.10%)	0.00%	(0.10%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net loss	$ (6,187,306)	$ (5,361,720)	$ (1,054,102)	$ (497,808)	$ (11,549,026)	$ (1,551,910)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in Shares)	18,668,009		8,778,916		14,560,862	8,778,916
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in Shares)	18,668,009		8,778,916		14,560,862	8,778,916
Net loss per share attributable to common stockholders, basic (in Dollars per share)	$ (0.33)		$ (0.12)		$ (0.79)	$ (0.18)
Net loss per share attributable to common stockholders, diluted (in Dollars per share)	$ (0.33)		$ (0.12)		$ (0.79)	$ (0.18)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- 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 - Schedule of Diluted Net Loss Attributable to common stockholders (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	12,866,935	1,113,467.00	7,504,346	1,110,011
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	2,505,711	962,891	1,792,556	970,387
Nonvested Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	677,543	0	582,148	0
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	2,875,000	0	1,627,060	0
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	136,250	0	77,109	0
PIPE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	1,353,750	0	766,133	0
Stonepeak Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	2,901,099	0	1,450,549	0
Stonepeak Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	2,417,582	0	1,208,791	0
Convertible Notes payable
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in Shares)	0	150,576	0	139,624

Related Parties (Details) - USD ($)	3 Months Ended		6 Months Ended
Related Parties (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Accrued compensation payable					$ 471,129
Due to officers and stockholders, current	$ 42,500		$ 42,500			$ 42,500
Revenue from related parties	252,000	$ 399,620	0	$ 49,501
Accounts receivable, related parties	$ 252,000		$ 252,000			$ 0

Leases - Lease cost (Details) - USD ($)	3 Months Ended	6 Months Ended
Leases - Lease cost (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Leases [Abstract]
Right-of-use operating assets	$ 5,253	$ 5,253		$ 0
Finance Lease, Right-of-Use Asset, after Accumulated Amortization	29,977	29,977
Operating and Finance Lease Right-of-Use Assets	$ 35,230	$ 35,230
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net	Property and equipment, net
Operating lease liabilities - current	$ 5,406	$ 5,406		$ 0
Finance lease liabilities - current	3,363	3,363
Finance lease liabilities - noncurrent	26,614	26,614
Total lease obligations	$ 35,383	$ 35,383
Finance lease, liability, current, statement of financial position, extensible list	Other liabilities	Other liabilities
Finance lease, liability, noncurrent, statement of financial position, extensible list	Other long-term liabilities	Other long-term liabilities
Operating lease expense	$ 33,396	$ 91,827
Amortization of finance lease assets		2,190	$ 2,190
Interest expense		510	$ 510
Total lease expense	$ 36,096	$ 94,527

Leases - Schedule of operating lease liability maturity (Details)	Jun. 30, 2021 USD ($)
Operating Lease
2021	$ 5,474
2022	0
2023	0
2024	0
2025	0
Thereafter	0
Total lease payments	5,474
Less: interest	(68)
Total lease obligations	5,406
Finance Lease
2021	3,977
2022	7,954
2023	7,954
2024	7,954
2025	7,954
Thereafter	1,988
Total lease payments	37,781
Less: interest	(7,804)
Total lease obligations	$ 29,977

Leases - Lease term, discount rate, and other information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Weighted-average remaining lease terms (in years):
Operating lease	2 months 12 days
Finance lease	4 years 9 months 18 days
Weighted-average discount rate:
Operating lease	10.00%
Finance lease	10.00%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 94,818
Operating cash flows from finance leases	510
Financing cash flows from finance leases	1,989	$ 0
Leased assets obtained in exchange for new finance lease liabilities	29,977
Leased assets obtained in exchange for new operating lease liabilities	$ 0

Leases - Narrative (Details)	12 Months Ended
Leases - Narrative (Details)	Dec. 31, 2020 USD ($)	May 31, 2021 USD ($)	May 16, 2021 ft²
Lessee, Lease, Description [Line Items]
Rent expense	$ 334,350
Total minimum lease payments	139,843
Main Office Lease
Lessee, Lease, Description [Line Items]
Total minimum lease payments	$ 5,295,607
Operating lease, term of contract			10 years
Net rentable area \| ft²			10,250
Operating lease, fixed percent increase in rental payment			3.00%
Letter of credit outstanding		$ 380,000

Leases - Schedule of operating liability future minimum payments due (Details)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Total minimum lease payments	$ 139,843
Main Office Lease
Lessee, Lease, Description [Line Items]
2021	41,513
2022	84,270
2023	514,377
2024	529,809
2025	545,703
Thereafter	3,579,935
Total minimum lease payments	$ 5,295,607

Commitments and Contingencies - Narrative (Details) - USD ($)			3 Months Ended	6 Months Ended
	Oct. 05, 2020	Nov. 17, 2017	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Sep. 01, 2016
Other Commitments [Line Items]
Term after company first began operations				5 years
Compensation expenses			$ 1,808,347
Installment amount				$ 200,000	$ 166,667	$ 400,000
Related party debt outstanding				$ 66,667
Property expire				20 years
Royalty expense				$ 700,000
Royalties payments				0
Acquisition costs, amortization period		15 years
Investment				270,000
Legal fees	$ 96,000			$ 0
Founder 1
Other Commitments [Line Items]
Deferred compensation liability, percent of company value				1.00%
Deferred compensation liability				$ 1,548,347
Founder 2
Other Commitments [Line Items]
Deferred compensation liability				$ 260,000
Deferred compensation liability, percent of salary				100.00%
IP Acquisition Agreement
Other Commitments [Line Items]
Royalties payments		$ 7,500,000
Asset acquisition, upfront payment		500,000
Asset acquisition, equity consideration transferred		1,491,556
Asset acquisition, consideration transferred		$ 1,991,556

Commitments and Contingencies - Schedule of milestone event (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
Other Commitments [Line Items]
Milestone payment amount	$ 7,500,000
10000
Other Commitments [Line Items]
Milestone payment amount	500,000
20000
Other Commitments [Line Items]
Milestone payment amount	750,000
40000
Other Commitments [Line Items]
Milestone payment amount	750,000
60000
Other Commitments [Line Items]
Milestone payment amount	750,000
80000
Other Commitments [Line Items]
Milestone payment amount	750,000
100000
Other Commitments [Line Items]
Milestone payment amount	1,000,000
200000
Other Commitments [Line Items]
Milestone payment amount	1,000,000
250000
Other Commitments [Line Items]
Milestone payment amount	$ 2,000,000

Joint Venture (Details)			6 Months Ended
Joint Venture (Details)	Aug. 04, 2021 USD ($) member $ / shares shares	May 17, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 11, 2020 member
Class of Warrant or Right [Line Items]
Upfront capital commitment		$ 750,000,000
Optional amount of additional funding		500,000,000
Purchase agreement, authorized amount		$ 250,000,000
Purchase price (in Dollars per share) \| $ / shares		$ 50.00
Number of members on the board of directors \| member					7
Deferred financing costs			$ 43,818,000	$ 0
Levo LLCA
Class of Warrant or Right [Line Items]
Transaction related expenses in which the company is responsible			1,000,000.0
Deferred financing costs			1,000,000.0
Nuvve
Class of Warrant or Right [Line Items]
Number of members on the board of directors \| member					5
Subsequent Event
Class of Warrant or Right [Line Items]
Capital expenditure forecast (in millions)	$ 750,000,000.0
Class of warrant or right outstanding, potential future capital expenditures	1,000,000,000.0
Aggregate capital contributions, threshold to determine how distributions shall be paid	$ 50,000,000.0
Triggering event causing redemption, internal rate of return	12.50%
Triggering event causing redemption, multiple of invested capital	1.55
Subsequent Event \| Class B Preferred Unit
Class of Warrant or Right [Line Items]
Liquidation preference per share (in Dollars per share) \| $ / shares	$ 1,000
Preferred distribution rate	8.00%
Distribution preference, liquidation preference per share (in Dollars per share) \| $ / shares	$ 1.0
Securities Purchase Agreement \| Stonepeak Warrants
Class of Warrant or Right [Line Items]
Percent of warrants issued		90.00%
Securities Purchase Agreement \| Evolve Warrants
Class of Warrant or Right [Line Items]
Percent of warrants issued		10.00%
Stonepeak
Class of Warrant or Right [Line Items]
Out-of-pocket expenses reimbursable			900,000
Evolve
Class of Warrant or Right [Line Items]
Out-of-pocket expenses reimbursable			$ 100,000
Levo LLCA \| Subsequent Event
Class of Warrant or Right [Line Items]
Additional capital expenditures, minimum	$ 500,000,000.0
Number of members on the board of directors \| member	9
Levo LLCA \| Subsequent Event \| Development Service Agreement
Class of Warrant or Right [Line Items]
Additional capital expenditures, minimum	$ 25,000,000.0
Percent of budgeted out-of-pocket and general and administrative expenses reimbursable	49.00%
Percent of reimbursable out-of-pocket and general and administrative expenses after development period	100.00%
Levo LLCA \| Subsequent Event \| Nuvve
Class of Warrant or Right [Line Items]
Number of members on the board of directors \| member	5
Levo LLCA \| Subsequent Event \| Stonepeak
Class of Warrant or Right [Line Items]
Number of members on the board of directors \| member	3
Percent of issued and outstanding units	10.00%
Levo LLCA \| Subsequent Event \| Stonepeak \| Board Rights Agreement \| Threshold One
Class of Warrant or Right [Line Items]
Number of members on the board of directors \| member	1
Percent of issued and outstanding units	10.00%
Number of observers in board of director meetings \| member	2
Number of committees on the board of directors \| member	1
Levo LLCA \| Subsequent Event \| Stonepeak \| Board Rights Agreement \| Threshold Two
Class of Warrant or Right [Line Items]
Percent of issued and outstanding units	15.00%
Number of committees on the board of directors \| member	2
Levo LLCA \| Subsequent Event \| Stonepeak \| Board Rights Agreement \| Threshold Three
Class of Warrant or Right [Line Items]
Percent of issued and outstanding units	25.00%
Levo LLCA \| Subsequent Event \| Evolve
Class of Warrant or Right [Line Items]
Number of members on the board of directors \| member	1
Percent of issued and outstanding units	2.00%
Levo LLCA \| Subsequent Event \| Class A Common Units
Class of Warrant or Right [Line Items]
Unit distribution (in Shares) \| shares	510,000
Levo LLCA \| Subsequent Event \| Class B Preferred Unit
Class of Warrant or Right [Line Items]
Unit distribution (in Shares) \| shares	2,801
Levo LLCA \| Subsequent Event \| Class C Common Unit
Class of Warrant or Right [Line Items]
Unit distribution (in Shares) \| shares	490,000
Stonepeak and Evolve \| Subsequent Event \| Levo LLCA
Class of Warrant or Right [Line Items]
Payments to acquire equity units	$ 2,800,000
Additional capital contribution to acquire additional units	$ 1,000
Stonepeak Warrants
Class of Warrant or Right [Line Items]
Percent of warrants issued		90.00%
Evolve Warrants
Class of Warrant or Right [Line Items]
Percent of warrants issued		10.00%
Stonepeak/Evolve Warrants - series B
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares) \| shares		2,000,000
Exercise price (in Dollars per share) \| $ / shares		$ 10.00
Stonepeak/Evolve Warrants - series C
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares) \| shares		1,000,000
Exercise price (in Dollars per share) \| $ / shares		$ 15.00
Percent of warrants vested upon issuance		50.00%
Percent of warrants vested upon additional capital expenditures		50.00%
Additional capital expenditure to trigger exercise of nonvested warrants		$ 125,000,000
Stonepeak/Evolve Warrants - series D
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares) \| shares		1,000,000
Exercise price (in Dollars per share) \| $ / shares		$ 20.00
Percent of warrants vested upon issuance		50.00%
Percent of warrants vested upon additional capital expenditures		50.00%
Additional capital expenditure to trigger exercise of nonvested warrants		$ 250,000,000
Stonepeak/Evolve Warrants - series E
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares) \| shares		1,000,000
Exercise price (in Dollars per share) \| $ / shares		$ 30.00
Percent of warrants vested upon issuance		50.00%
Percent of warrants vested upon additional capital expenditures		50.00%
Additional capital expenditure to trigger exercise of nonvested warrants		$ 375,000,000
Stonepeak/Evolve Warrants - series F
Class of Warrant or Right [Line Items]
Number of securities called by warrants (in shares) \| shares		1,000,000
Exercise price (in Dollars per share) \| $ / shares		$ 40.00
Percent of warrants vested upon issuance		50.00%
Percent of warrants vested upon additional capital expenditures		50.00%
Additional capital expenditure to trigger exercise of nonvested warrants		$ 500,000,000