Date of Report (Date of earliest event reported): March 31, 2022
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road,San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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 LLC
Warrants to Purchase Common Stock NVVEW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o

Item 2.02. Results of Operations and Financial Condition.
On March 31, 2022, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its fourth quarter ended December 31, 2021. A copy of the press release is furnish herewith as Exhibits 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 202 above is hereby incorporated herein by reference.
The information and exhibit included pursuant to Item 2.02 and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2022
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chairman and Chief Executive Officer

Exhibit 99.1

Nuvve Provides Fourth Quarter 2021 and Full Year Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, CA - March 31, 2022 — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global cleantech company electrifying the planet at the intersection of energy and transportation through its intelligent energy platform, today announced a fourth quarter and full-year 2021 update.
 Fourth Quarter Highlights and Recent Developments

Deployed first vehicle-to-grid (V2G) charging solution with a school bus in Colorado in partnership with Blue Bird
Won inaugural Next Big Things in Tech Award from Fast Company
Entered into a strategic engagement with Swell Energy to offer solar and stationary battery storage combined with Nuvve’s intelligent electric vehicle charging solution for residential and commercial customers
Announced plans to form a joint venture with 2021.AI to integrate artificial intelligence with Nuvve's V2G platform
Levo announced a 10-year contract awarded by the school district in Troy, Illinois to support its effort to fully electrify its fleet
Cash and cash equivalents of $32.4 million, as of December 31, 2021

Management Discussion

Gregory Poilasne, chairman and chief executive officer of Nuvve, said, "V2G technology is increasingly gaining recognition across the myriad of stakeholders that stand to benefit from its adoption. Nuvve’s dedicated focus to date on pioneering and evolving its proprietary V2G solution has resulted in our offering a holistic solution to intelligently integrate EVs into the grid that we believe is unmatched by others. As a result, we are seeing increased interest in our products and services, and in the fourth quarter of 2021, we saw momentum continuing to build. This is evidenced by key partnership announcements, such as our plans to create a first-of-its-kind V2G hub with Blue Bird, a 20% growth in megawatts under management from the third quarter, and a significant increase in orders for our chargers. Looking ahead, we are thrilled to be off to a strong start in 2022 as we continue to find ways to broaden and differentiate our unique offering through additional new partnerships and with our joint venture, Levo. We see a robust pipeline of potential project wins, which we expect will translate to healthy growth in megawatts under management and backlog over time.”

2021 Fourth Quarter Financial Review
Total revenue was $1.2 million for the three months ended December 31, 2021, compared to $1.5 million for the three months ended December 31, 2020, a decrease of $0.2 million, or 14.6%. The decrease is attributed to $0.3 million decrease in grants revenue.
Cost of product and service revenues primarily consisted of the cost of charging station goods sold. Cost of product and service revenues for the three months ended December 31, 2021, increased by $0.7 million, primarily due to the sales of charging stations in the United States, with no similar activity in the comparable period. Product and services margin decreased by 53.5% to 2.8% from 56.3% compared to the same prior year period mostly due to a higher mix of hardware charging stations sales and a lower mix of engineering services in the current quarter.
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance, and professional expenses. Selling, general and administrative expenses were $6.5 million for the three months ended December 31, 2021, as compared to $2.4 million for the three months ended December 31, 2020, an increase of $4.1 million, or 172.3%. The increase was primarily attributable to an increase in compensation expenses, including share-based compensation and non-recurring severance costs related to departures of former employees, and $0.5 million of professional fees related to internal operational reviews, and governance costs associated with the completion of the Business Combination and the Company becoming a recapitalized publicly traded company in March 2021, $0.3 million representing expenses resulting from the consolidation of Levo's Mobility LLC’s (Levo) activities beginning in the third quarter 2021. Levo is Nuvve’s recently formed joint venture with Stonepeak Partners LP (Stonepeak), and Evolve Transition Infrastructure LP (Evolve) enabling customers to lease V2G electric school buses, related charging infrastructure, and energy management for an attractive flat monthly fee with no upfront costs.
Research and development expenses increased by $1.0 million, or 113.9%, from $0.9 million for the three months ended December 31, 2020 to $1.9 million for the three months ended December 31, 2021. The increase was primarily attributable to an increase in compensation expenses and subcontractor expenses used to advance Nuvve's platform functionality and integration with more vehicles.
Other income (expense) increased by $33.5 thousand of expense, from $0.24 million of other expense for the three months ended December 31, 2020, to $0.3 million in other expense for the three months ended December 31, 2021. The increase during the three months ended December 31, 2021, was primarily attributable to the change in fair value of the private warrants liability.
Net loss includes the net loss attributable to Stonepeak and Evolve, the holders of non-controlling interests in Levo, on our condensed consolidated statements of operations. We began consolidating the results of operations of Levo during the quarter ended December 31, 2021.
Net loss increased by $6.1 million, or 238.9%, from $2.6 million for the three months ended December 31, 2020, to $8.6 million for the three months ended December 31, 2021. The increase in net loss was primarily due to increase in expenses of $5.8 million and increase in other expense of $33.5 thousand for the aforementioned reasons.
Net Loss Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was $0.1 million for the three months ended December 31, 2021.
Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Levo, an entity formed by us with Stonepeak and Evolve. We own 51% of Levo's common units and Stonepeak and Evolve own 49% of Levo's common units. We have determined that Levo is a variable interest entity in which we are the primary beneficiary. Accordingly, we consolidated Levo and recorded a non-controlling interest for the share of the entity owned by Stonepeak and Evolve during the three months ended December 31, 2021.
During the three months ended March 31, 2021, Nuvve raised net proceeds of $62.0 million from the business combination and PIPE (Private Investment in Public Equity) offering. As of December 31, 2021, Nuvve had a cash balance of $32.4 million.


Conference Call Details
Nuvve will hold a conference call to review its financial results for the fourth quarter of 2021, along with other company developments at 5:00 PM Eastern Time (2:00 PM PT) today, Thursday, March 31, 2022.

To participate in the call, please register for and listen via a live webcast, which is available in the ‘Events' section of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

Forward Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Nuvve and Nuvve's strategy, future operations, estimated and projected financial performance, prospects, plans and objectives are forward-looking statements. When used in this press release, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Nuvve disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. In addition, Nuvve cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) risks related to the rollout of Nuvve's business and the timing of expected business milestones; (ii) Nuvve's dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations; (iii) Nuvve's ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Nuvve's accounting staffing levels; (iv) Nuvve's current dependence on sales of charging stations for most of its revenues; (v) any impact of the analysis of the accounting and reporting of warrants related to the extension of filing the Form 10-Q for the first quarter; (vi) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; (vii) potential adverse effects on Nuvve's backlog, revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by Nuvve; (viii) the effects of competition on Nuvve's future business; (ix) risks related to Nuvve's dependence on its intellectual property and the risk that Nuvve's technology could have undetected defects or errors; (x) the risk that we conduct a portion of our operations through a joint venture exposes us to risks and uncertainties, many of which are outside of our control; (xi) that our joint venture with Levo Mobility LLC may fail to generate the expected financial results, and the return may be insufficient to justify our investment of effort and/or funds; (xii) changes in applicable laws or regulations; (xiii) the COVID-19 pandemic and its effect directly on Nuvve and the economy generally; (xiv) risks related to disruption of management time from ongoing business operations due to our joint ventures; (xv) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (xvi) the possibility that Nuvve may be adversely affected by

other economic, business, and/or competitive factors, including increased inflation and interest rates, and the Russian invasion of Ukraine; and (xvii) risks related to the benefits expected from the $1.2 trillion dollar infrastructure bill passed by the U.S. House of Representatives (H.R. 3684). Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Annual Report on Form 10-K filed by Nuvve with the Securities and Exchange Commission (SEC) on March 31, 2022, and in the other reports that Nuvve has, and will file from time to time with the SEC. Nuvve's SEC filings are available publicly on the SEC's website at www.sec.gov.

Use of Projections
This press release contains projected financial information with respect to Nuvve. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved.
This press release contains trademarks, service marks, trade names and copyrights of Nuvve and other companies, which are the property of their respective owners.
Nuvve Investor Contact

ICR Inc.
+1 (646) 200-8872


December 31, 2021December 31, 2020
Current assets
Cash$32,360,520 $2,275,895 
Restricted cash380,000 — 
Accounts receivable1,886,708 999,897 
Inventories11,118,188 1,052,478 
Security deposit, current— 20,427 
Prepaid expenses and other current assets1,036,645 416,985 
Total Current Assets46,782,061 4,765,682 
Property and equipment, net356,194 95,231 
Intangible assets, net1,481,077 1,620,514 
Investment670,951 670,951 
Right-of-use operating lease assets3,483,042 — 
Deferred financing costs43,562,847 — 
Financing receivables138,161 — 
Security deposit, long-term3,057 3,057 
Total Assets$96,477,390 $7,155,435 
Liabilities, Mezzanine Equity and Stockholders’ (Deficit) Equity
Current Liabilities
Accounts payable$5,738,873 $2,960,249 
Accrued expenses2,874,018 586,396 
Deferred revenue719,771 196,446 
Debt— 4,294,054 
Other liabilities110,574 — 
Total Current Liabilities9,484,749 8,037,145 
Operating lease liabilities - noncurrent3,441,642 — 
Warrants liability866,000 — 
Derivative liability - non-controlling redeemable preferred shares511,948 — 
Other long-term liabilities18,860 — 
Total Liabilities14,323,199 8,037,145 
Commitments and Contingencies
Mezzanine equity
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 2,885,427 — 
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 December 31, 2021 and December 31, 2020, respectively— 1,679 
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively— — 
Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 18,861,130 and 9,122,996 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively1,888 2,616 
Additional paid-in capital127,138,504 19,650,659 
Accumulated other comprehensive income (loss)113,446 (77,841)
Accumulated deficit(47,412,470)(20,458,823)
Nuvve Holding Corp. Stockholders’ Equity (Deficit)79,841,368 (881,710)
Non-controlling interests(572,604)— 
Total Stockholders’ Equity (Deficit)79,268,764 (881,710)
Total Liabilities, Mezzanine equity and Stockholders’ Equity (Deficit)$96,477,390 $7,155,435 

Three Months Ended December 31,Years Ended December 31,
Products and services$1,156,880 $1,041,756 $2,920,627 $1,943,151 
Grants90,519 418,558 1,270,138 2,266,546 
Total revenue1,247,399 1,460,314 4,190,765 4,209,697 
Operating expenses
Cost of product and service revenue1,124,729 455,739 2,002,197 521,068 
Selling, general, and administrative6,544,104 2,403,145 22,896,125 5,487,037 
Research and development1,949,442 911,194 6,524,245 2,888,975 
Total operating expenses9,618,275 3,770,078 31,422,567 8,897,080 
Operating loss(8,370,876)(2,309,764)(27,231,802)(4,687,383)
Other income (expense)
Interest expense7,188 (257,827)(585,157)(313,614)
Change in fair value of conversion option on convertible notes— (56,497)— (37,497)
Change in fair value of warrants liability(240,000)— 387,228 — 
Change in fair value of derivative liability(2,163)— (14,342)— 
Other, net(39,731)73,114 282,183 154,360 
Total other income (expense), net(274,706)(241,210)69,912 (196,751)
Loss before taxes(8,645,582)(2,550,974)(27,161,890)(4,884,134)
Income tax expense — — 1,000 1,000 
Net loss$(8,645,582)$(2,550,974)$(27,162,890)$(4,885,134)
Less: Net loss attributable to non-controlling interests(78,406)— (209,243)— 
Net loss attributable to Nuvve Holding Corp.$(8,567,176)$(2,550,974)$(26,953,647)$(4,885,134)
Less: Preferred dividends on redeemable non-controlling interests62,760 — 101,856 — 
Less: Accretion on redeemable non-controlling interests preferred shares161,466 — 261,505 — 
Net loss attributable to Nuvve Holding Corp. common stockholders$(8,791,402)$(2,550,974)$(27,317,008)$(4,885,134)
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted$(0.47)$(0.29)$(1.64)$(0.55)
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted18,800,005 8,946,777 16,654,495 8,821,226 

Three Months Ended December 31,Years Ended December 31,
Net loss $(8,645,582)$(2,550,974)$(27,162,890)$(4,885,134)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes43,494 (90,348)191,287 (185,461)
Total Comprehensive loss $(8,602,088)$(2,641,322)$(26,971,603)$(5,070,595)
Less: Comprehensive loss attributable to non-controlling interests, net taxes(78,406)— (209,243)— 
Comprehensive loss attributable to Nuvve Holding Corp.$(8,523,682)$(2,641,322)$(26,762,360)$(5,070,595)
Less: Preferred dividends on redeemable non-controlling interests(62,760)— (101,856)— 
Less: Accretion on redeemable non-controlling interests preferred shares(161,466)— (261,505)— 
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders$(8,299,456)$(2,641,322)$(26,398,999)$(5,070,595)


Years Ended December 31,
Operating activities
Net loss$(27,162,890)$(4,885,134)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization167,558 164,986 
Share-based compensation4,219,989 599,535 
Beneficial conversion feature on convertible debenture427,796 37,497 
Convertible note issued for services— 28,000 
Accretion of discount on convertible notes— 94,500 
Accretion of discount on convertible debenture116,147 65,519 
Change in fair value of warrants liability(387,228)— 
Loss on disposal of asset1,326 — 
Gain on extinguishment of PPP Loan(492,100)— 
Interest expense related to notes converted at discount— 97,144 
Noncash lease expense3,636 — 
Change in operating assets and liabilities
Accounts receivable(887,697)(187,090)
Prepaid expenses and other assets(693,756)(71,423)
Accounts payable2,780,890 1,458,267 
Accrued expenses2,138,574 247,192 
Deferred revenue626,265 107,755 
Net cash used in operating activities(29,207,200)(3,078,943)
Investing activities
Proceeds from sale of property and equipment7,649 — 
Purchase of property and equipment(273,124)(22,504)
Net cash used in investing activities(265,475)(22,504)
Financing activities
Proceeds from issuance of convertible debenture— 4,000,000 
Proceeds from issuance of convertible notes— 988,500 
Proceeds from Newborn Escrow Account58,184,461 — 
Redemption of Newborn shares(18,629)— 
Issuance costs related to reverse recapitalization and PIPE offering(3,970,657)— 
Proceeds from PIPE offering14,250,000 — 
Repayment of Newborn sponsor loans(487,500)— 
Repurchase of common stock from EDF(6,000,000)— 
Newborn cash acquired50,206 — 
Purchase of stock from investor(2,000,000)— 
Payment of financing costs(1,000,000)(263,565)
Payment of finance lease obligations(5,839)— 
Proceeds from PPP/EIDL Loan— 652,000 
Repayment of EIDL Loan— (159,900)
Proceeds from exercise of stock options576,528 22,862 
Issuance Costs Related to Preferred Stock(2,939,766)— 
Issuance of Redeemable Preferred Stock3,138,000 — 
Payment of Preferred Stock dividends(39,096)— 
Proceeds from shareholder loan— 75,000 
Repayment proceeds from shareholder loan— (75,000)
Net cash provided by financing activities59,737,708 5,239,897 
Effect of exchange rate on cash199,592 (189,258)
Net increase in cash and restricted cash30,464,625 1,949,192 
Cash and restricted cash at beginning of year2,275,895 326,703 
Cash and restricted cash at end of year$32,740,520 $2,275,895 
Supplemental Disclosure of cash information:
Cash paid for interest$— $— 
Cash paid for income taxes$800 $800 

Years Ended December 31,
Supplemental Disclosure of Noncash Financing Activity
Convertible notes issued in exchange for deferred salary liability to an officer$— $471,129 
Issuance of convertible notes for services$— $28,000 
Conversion option issued $— $94,500 
Conversion of preferred stock to common stock$1,679 $— 
Conversion of debenture and accrued interest to common shares$3,999,435 $1,799,367 
Conversion of shares due to reverse recapitalization$3,383 $— 
Beneficial conversion feature$— $97,144 
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 $—