SEC Filing | Nuvve Holding Corp.

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nvve-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-40296

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1617000

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

2468 Historic Decatur Road,

San Diego,

California

92106

(Address of principal executive offices)

(Zip Code)

(619)

456-5161

(Registrant’s telephone number), including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

NVVE

The Nasdaq Stock Market

Warrants to Purchase Common Stock

NVVEW

The Nasdaq Stock Market

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

As of November 4, 2021, 18,801,247 shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding.

NUVVE HOLDING CORP.

FORM 10-Q FOR THE QUARTER ENDED September 30, 2021

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION			1
	Item 1.	Interim Financial Statements (Unaudited).	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	43
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	57
	Item 4.	Controls and Procedures.	57

PART II—OTHER INFORMATION			59
	Item 1.	Legal Proceedings	59
	Item 1A.	Risk Factors	59
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	61
	Item 3.	Defaults Upon Senior Securities.	61
	Item 4.	Mine Safety Disclosures.	61
	Item 5.	Other Information.	61
	Item 6.	Exhibits.	62

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2021		December 31, 2020
Assets
Current assets
Cash	$	40,735,312	$	2,275,895
Restricted cash	380,000		—
Accounts receivable	1,099,185		999,897
Inventories	6,179,175		1,052,478
Security deposit, current	—		20,427
Prepaid expenses and other current assets	1,485,229		416,985
Total Current Assets	49,878,901		4,765,682

Property and equipment, net	95,425		95,231
Intangible assets, net	1,515,936		1,620,514
Investment	670,951		670,951

Deferred financing costs	46,505,225		—
Financing receivables	125,000		—
Security deposit, long-term	3,057		3,057
Total Assets	$	98,794,495	$	7,155,435

Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity

Current Liabilities
Accounts payable	$	2,718,326	$	2,960,249
Accrued expenses	2,974,820		585,396
Deferred revenue	262,939		196,446
Debt	—		4,294,054


Other liabilities	7,770		—

Total Current Liabilities	5,963,855		8,036,145


Warrants liability	626,000		—
Derivative liability - non-controlling redeemable preferred shares	509,785		—
Other long-term liabilities	20,561		—
Total Liabilities	7,120,201		8,036,145

Commitments and Contingencies
Mezzanine equity
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issue and outstanding; aggregate liquidation preference of $3,177,096 at September 30, 2021	2,723,960		—
Stockholders’ (Deficit) Equity
Convertible preferred stock, $0.0001 par value, zero and 30,000,000 shares authorized; zero and 16,789,088 shares issued and outstanding; aggregate liquidation preference of $0 and $12,156,676 at September 30, 2021 and December 31, 2020, respectively	—		1,679

Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	—		—

Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 18,634,537 and 9,122,996 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	1,865		2,616

Additional paid-in capital	127,992,794		19,650,659
Accumulated other comprehensive income (loss)	69,941		(77,841)
Accumulated deficit	(38,844,294)		(20,457,823)
Nuvve Stockholders’ Equity (Deficit)	89,220,306		(880,710)
Non-controlling interests	(269,972)		—
Total Stockholders’ Equity (Deficit)	88,950,334		(880,710)
Total Liabilities, Mezzanine equity and Stockholders’ Equity (Deficit)	$	98,794,495	$	7,155,435

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue
Products and services	$	682,900	$	541,349	$	1,761,319	$	901,395
Grants	480,104		799,561		1,182,047		1,847,988
Total revenue	1,163,004		1,340,910		2,943,366		2,749,383
Operating expenses
Cost of product and service revenue	387,582		32,125		877,468		65,329
Selling, general, and administrative	6,599,490		1,366,472		16,352,021		3,083,892
Research and development	1,622,608		770,696		4,574,803		1,977,781
Total operating expenses	8,609,680		2,169,293		21,804,292		5,127,002

Operating loss	(7,446,676)		(828,383)		(18,860,926)		(2,377,619)
Other income (expense)
Interest income (expense)	3,220		(48,457)		(592,345)		(55,787)

Change in fair value of conversion option on convertible notes	—		19,000		—		19,000
Change in fair value of warrants liability	557,000		—		627,228		—
Change in fair value of derivative liability	(12,179)		—		(12,179)		—
Other, net	(69,647)		75,590		321,914		81,246
Total other (expense) income, net	478,394		46,133		344,618		44,459
Loss before taxes	(6,968,282)		(782,250)		(18,516,308)		(2,333,160)
Income tax (benefit) expense	—		—		1,000		1,000
Net loss	$	(6,968,282)	$	(782,250)	$	(18,517,308)	$	(2,334,160)
Less: Net loss attributable to non-controlling interests	(130,837)		—		(130,837)		—
Net loss attributable to Nuvve Holding Corp.	$	(6,837,445)	$	(782,250)	$	(18,386,471)	$	(2,334,160)
Less: Preferred dividends on redeemable non-controlling interests	39,096		—		39,096		—
Less: Accretion on redeemable non-controlling interests preferred shares	100,039		—		100,039		—
Net loss attributable to Nuvve common stockholders	$	(6,976,580)	$	(782,250)	$	(18,525,606)	$	(2,334,160)

Net loss per share attributable to Nuvve common stockholders, basic and diluted	$	(0.37)	$	(0.09)	$	(1.16)	$	(0.27)

Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic and diluted	18,627,978		8,778,916		15,931,466		8,778,916

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net loss	$	(6,968,282)	$	(782,250)	$	(18,517,308)	$	(2,334,160)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes	51,179		(83,704)		147,782		(95,113)
Total Comprehensive loss	$	(6,917,103)	$	(865,954)	$	(18,369,526)	$	(2,429,273)
Less: Comprehensive loss attributable to non-controlling interests	(130,837)		—		(130,837)		—
Comprehensive loss attributable to Nuvve Holding Corp.	$	(6,786,266)	$	(865,954)	$	(18,238,689)	$	(2,429,273)
Less: Preferred dividends on redeemable non-controlling interests	(39,096)		—		(39,096)		—
Less: Accretion on redeemable non-controlling interests preferred shares	(100,039)		—		(100,039)		—
Comprehensive loss attributable to Nuvve common stockholders	$	(6,647,131)	$	(865,954)	$	(18,099,554)	$	(2,429,273)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)


	Series A Convertible Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-controlling Interests		Total
	Shares	Amount			Shares			Amount
Balances December 31, 2020, as previously reported	16,789,088	$	1,679		26,162,122	$	2,616		$	19,650,659	$	(77,841)	$	(20,457,823)	$	—	$	(880,710)
Conversion of shares due to merger capitalization	(16,789,088)	(1,679)			(17,039,126)	(1,704)			3,383		—		—		—		—
Balances December 31, 2020, as previously reported	—	—			9,122,996	912			19,654,042		(77,841)		(20,457,823)		—		(880,710)
Beneficial conversion feature - convertible debenture	—	—			—	—			427,796		—		—		—		427,796
Conversion of convertible debenture	—	—			544,178	54			3,999,381		—		—		—		3,999,435
Repurchase of common stock from EDF	—	—			(600,000)	(60)			(5,999,940)		—		—		—		(6,000,000)
Assumption of private warrant liability from Newborn	—	—			—	—			(1,253,228)		—		—		—		(1,253,228)
Merger recapitalization, net of share redemption of $18,629 and issuance costs of $5,979,675	—	—			8,060,418	806			51,750,557		—		—		—		51,751,363
Placement agent fee paid in common stock	—	—			208,532	21			2,085,299		—		—		—		2,085,320
PIPE offering, less issuance costs of $2,500	—	—			1,425,000	143			14,247,357		—		—		—		14,247,500
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 March 31, 2021	—	—			18,761,124	1,876			83,173,369		38,908		(25,819,543)		—		57,394,610
Additional merger recapitalization costs	—	—			—	—			(265,736)		—		—		—		(265,736)
Buyback of shares related to exercise of put option	—	—			(134,500)	(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 June 30, 2021	—	—			18,626,624	1,863			126,816,249		18,762		(32,006,849)		—		94,830,025
Exercise of stock options	—	—			7,913	2			18,323		—		—		—		18,325
Stock-based compensation	—	—			—	—			1,337,373		—		—		—		1,337,373
Stonepeak and Evolve warrants and option deferred commitment costs - amortization	—	—			—	—			(179,151)		—		—		—		(179,151)
Currency translation adjustment	—	—			—	—			—		51,179		—		—		51,179
Preferred dividends - non-controlling interest	—	—			—	—			—		—		—		(39,096)		(39,096)
Accretion on redeemable non-controlling interests preferred shares	—	—			—	—			—		—		—		(100,039)		(100,039)

Net loss	—	—			—	—			—		—		(6,837,445)		(130,837)		(6,968,282)
Balances September 30, 2021	—	$	—		18,634,537	$	1,865		$	127,992,794	$	69,941	$	(38,844,294)	$	(269,972)	$	88,950,334

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)


	Series A Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balances December 31, 2019, as previously reported	16,789,088	$	1,679	24,542,314	$	2,454	$	17,131,913	$	107,620	$	(15,573,689)	$	1,669,977
Conversion of shares due to merger capitalization	(16,789,088)	(1,679)		(15,763,398)	(1,576)		3,255		—		—		—
Balances December 31, 2019, effect of reverse recapitalization (refer to Note 2)	—	$	—	8,778,916	$	878	$	17,135,168	$	107,620	$	(15,573,689)	$	1,669,977
Stock-based compensation	—	—		—	—		17,557		—		—		17,557
Currency translation adjustment	—	—		—	—		—		26,781		—		26,781
Net loss	—	—		—	—		—		—		(497,808)		(497,808)
Balances March 31, 2020	—	—		8,778,916	878		17,152,725		134,401		(16,071,497)		1,216,507
Stock-based compensation	—	—		—	—		15,421		—		—		15,421
Currency translation adjustment	—	—		—	—		—		(38,190)		—		(38,190)
Net loss	—	—		—	—		—		—		(1,054,102)		(1,054,102)
Balances June 30, 2020	—	$	—	8,778,916	$	878	$	17,168,146	$	96,211	$	(17,125,599)	$	139,636
Stock-based compensation	—	—		—	—		82,090		—		—		82,090
Currency translation adjustment	—	—		—	—		—		(83,704)		—		(83,704)
Net loss	—	—		—	—		—		—		(782,250)		(782,250)
Balances September 30, 2020	—	$	—	8,778,916	$	878	$	17,250,236	$	12,507	$	(17,907,849)	$	(644,228)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Operating activities
Net loss	$	(18,517,308)	$	(2,334,160)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization	122,352		123,607
Share-based compensation	2,690,081		115,068
Beneficial conversion feature on convertible debenture	427,796		(19,000)
Accretion of discount on convertible debenture	116,147		43,385
Change in fair value of warrants liability	(627,228)		—
Loss on disposal of asset	1,349		—
Gain on extinguishment of PPP Loan	(492,100)		—
Noncash lease expense	2,141		—
Change in operating assets and liabilities
Accounts receivable	(99,963)		76,948
Inventory	(5,126,698)		32,266
Prepaid expenses and other assets	(4,062,202)		(93,332)
Accounts payable	(240,200)		427,332
Accrued expenses	2,260,833		137,983
Deferred revenue	66,493		220,662
Net cash used in operating activities	(23,478,507)		(1,269,241)
Investing activities
Proceeds from sale of property and equipment	7,784		—
Purchase of property and equipment	—		(22,504)

Net cash provided (used) in investing activities	7,784		(22,504)
Financing activities

Proceeds from issuance of convertible notes	—		496,500
Proceeds from Newborn Escrow Account	58,184,461		—
Redemption of Newborn shares	(18,629)		—
Issuance costs related to reverse recapitalization and PIPE offering	(3,970,657)		—
Proceeds from PIPE offering	14,250,000		—
Repayment of Newborn sponsor loans	(487,500)		—
Repurchase of common stock from EDF	(6,000,000)		—
Newborn cash acquired	50,206		—
Purchase of stock from investor	(2,000,000)		—
Payment of financing costs	(1,000,000)		—
Payment of finance lease Obligations	(4,613)		—
Proceeds from PPP/EIDL Loan	—		642,000
Proceeds from exercise of stock options	18,325		—
Issuance of Common Stock	—		(3)
Issuance of Preferred Stock	3,138,000		—
Repayment proceeds from shareholder loan	—		(75,000)
Proceeds from shareholder loan	—		75,000
Net cash provided by financing activities	62,159,593		1,138,497
Effect of exchange rate on cash	150,547		(95,399)
Net increase (decrease) in cash and restricted cash	38,839,417		(248,647)
Cash and restricted cash at beginning of year	2,275,895		326,703
Cash and restricted cash at end of period	$	41,115,312	$	78,056






The accompanying notes are an integral part of these condensed consolidated financial statements.




NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
	Nine Months Ended September 30,
	2021		2020



Supplemental Disclosure of Noncash Financing Activity
Conversion of preferred stock to common stock	$	1,679	$	—
Conversion of debenture and accrued interest to common shares	$	3,999,435	$	—
Conversion of shares due to reverse recapitalization	$	3,383	$	—

Issuance of common stock for merger success fee	$	2,085,299	$	—
Non-cash merger transaction costs	$	2,085,299	$	—
Accrued transaction costs related to reverse recapitalization	$	189,434	$	—
Issuance of private warrants	$	1,253,228	$	—

Forgiveness of PPP Loan	$	492,100	$	—
Issuance of Stonepeak and Evolve warrants	$	30,234,000	$	—
Issuance of Stonepeak and Evolve options	$	12,584,000	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Description of Business

(a)Description of Business

Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), formerly known as NB Merger Corp., was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. (see Business Combination below).

The Company owns 100% of Nuvve 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 two wholly owned subsidiaries, Nuvve Corp. and Nuvve Co (Nuvve Japan). 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 6), 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 Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership (Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Levo is a consolidated a entity of the Company. Please see Note 16 for a summary description of the key items of the Levo agreements, and Note 2 for the principles of consolidation.

Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.

Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and support the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice.

Levo will initially focus on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Summary of Significant Accounting Policies

(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 SEC.

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, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation.

Variable Interest Entities