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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 001-40296
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware86-1617000
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2468 Historic Decatur Road, San Diego,California92106
(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 classTrading SymbolsName of each exchange on which registered
Common Stock, par value $0.0001 per shareNVVEThe Nasdaq Stock Market
Warrants to Purchase Common StockNVVEWThe 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 fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx
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 May 5, 2022, 18,969,086 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 March 31, 2022
TABLE OF CONTENTS

i


PART I—FINANCIAL INFORMATION
Item 1.    Interim Financial Statements.
NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2022December 31, 2021
Assets
Current assets
Cash$23,704,646 $32,360,520 
Restricted cash480,000 380,000 
Accounts receivable1,431,134 1,886,708 
Inventories9,328,206 11,118,188 
Prepaid expenses and other current assets1,685,008 1,036,645 
Total Current Assets36,628,994  46,782,061 
Property and equipment, net572,499 356,194 
Intangible assets, net1,446,218 1,481,077 
Investment670,951 670,951 
Right-of-use operating assets3,397,270 3,483,042 
Deferred financing costs43,562,847 43,562,847 
Financing receivables238,624 138,161 
Security deposit, long-term3,057 3,057 
Total Assets$86,520,460 $96,477,390 
Liabilities, Mezzanine Equity and Stockholders’ Equity 
Current Liabilities
Accounts payable$3,216,560 $5,738,873 
Accrued expenses3,564,224 2,874,018 
Deferred revenue690,868 719,771 
Operating lease liabilities - current254,057 41,513 
Other liabilities108,384 110,574 
Total Current Liabilities7,834,093 9,484,749 
Operating lease liabilities - noncurrent3,319,734 3,441,642 
Warrants liability458,476 866,000 
Derivative liability - non-controlling redeemable preferred shares433,000 511,948 
Other long-term liabilities17,283 18,860 
Total Liabilities12,062,586 14,323,199 
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 at March 31, 2022 and December 31, 2021; aggregate liquidation preference of $3,264,775 at March 31, 2022
3,046,892 2,885,427 
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 18,891,500 and 18,861,130 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
1,891 1,888 
Additional paid-in capital128,594,145 127,138,504 
Accumulated other comprehensive income (loss)99,762 113,446 
Accumulated deficit(56,385,798)(47,412,470)
Nuvve Stockholders’ Equity (Deficit)72,310,000 79,841,368 
Non-controlling interests(899,018)(572,604)
Total Stockholders’ Equity (Deficit)71,410,982 79,268,764 
Total Liabilities, Mezzanine equity and Stockholders’ Equity $86,520,460 $96,477,390 
The accompanying notes are an integral part of these condensed consolidated financial statements.
1


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
20222021
Revenue
Products and services$2,253,784 $311,903 
Grants117,249 487,129 
Total revenue2,371,033 799,032 
Operating expenses
Cost of product and service revenue2,142,312 127,228 
Selling, general, and administrative7,625,550 4,482,740 
Research and development2,135,575 1,262,950 
Total operating expenses11,903,437 5,872,918 
Operating loss(9,532,404)(5,073,886)
Other income (expense)
Interest income (expense)1,458 (597,549)
Change in fair value of warrants liability433,000 421,830 
Change in fair value of derivative liability53,472  
Other, net(29,787)(112,115)
Total other (expense) income, net458,143 (287,834)
Loss before taxes(9,074,261)(5,361,720)
Income tax (benefit) expense   
Net loss$(9,074,261)$(5,361,720)
Less: Net loss attributable to non-controlling interests(100,933) 
Net loss attributable to Nuvve Holding Corp.$(8,973,328)$(5,361,720)
Less: Preferred dividends on redeemable non-controlling interests64,015  
Less: Accretion on redeemable non-controlling interests preferred shares161,466  
Net loss attributable to Nuvve common stockholders$(9,198,809)$(5,361,720)
Net loss per share attributable to Nuvve common stockholders, basic and diluted$(0.49)$(0.52)
Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic and diluted18,864,374 10,408,080 
The accompanying notes are an integral part of these condensed consolidated financial statements.
2


NUVVE HOLDING CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended March 31,
20222021
Net loss $(9,074,261)$(5,361,720)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes(13,684)116,749 
Total Comprehensive loss $(9,087,945)$(5,244,971)
Less: Comprehensive loss attributable to non-controlling interests(100,933) 
Comprehensive loss attributable to Nuvve Holding Corp.$(8,987,012)$(5,244,971)
Less: Preferred dividends on redeemable non-controlling interests(64,015) 
Less: Accretion on redeemable non-controlling interests preferred shares(161,466) 
Comprehensive loss attributable to Nuvve common stockholders$(8,761,531)$(5,244,971)
The accompanying notes are an integral part of these condensed consolidated financial statements.
3


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Non-controlling InterestsTotal
SharesAmount
Balances December 31, 202118,861,130 $1,888 $127,138,504 $113,446 $(47,412,470)$(572,604)79,268,764 
Exercise of stock options and vesting of restricted stock30,370 3 — — — — 3 
Stock-based compensation— — 1,455,641 — — — 1,455,641 
Currency translation adjustment— — — (13,684)— — (13,684)
Preferred dividends - non-controlling interest— — — — — (64,015)(64,015)
Accretion on redeemable non-controlling interests preferred shares— — — — — (161,466)(161,466)
Net loss— — — — (8,973,328)(100,933)(9,074,261)
Balances March 31, 202218,891,500 $1,891 $128,594,145 $99,762 $(56,385,798)$(899,018)$71,410,982 



































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


4


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
(Unaudited)

Series A Convertible
Preferred Stock
Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
SharesAmountSharesAmount
Balances December 31, 2020, as previously reported16,789,088 $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 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
 20222021
Operating activities
Net loss$(9,074,261)$(5,361,720)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization67,302 41,390 
Share-based compensation1,455,644 262,105 
Beneficial conversion feature on convertible debenture 427,796 
Accretion of discount on convertible debenture 116,147 
Change in fair value of warrants liability(433,000)(421,830)
Change in fair value of derivative liability(53,472) 
Loss on disposal of asset 1,405 
Gain on extinguishment of PPP Loan (764)
Noncash lease expense178,849  
Change in operating assets and liabilities
Accounts receivable454,849 151,204 
Inventory1,789,982 (1,853,640)
Prepaid expenses and other assets(915,356)(1,656,880)
Accounts payable(2,521,672)1,703,781 
Accrued expenses624,722 3,723,729 
Deferred revenue(23,476)233,426 
Net cash used in operating activities(8,449,889)(2,633,851)
Investing activities
Proceeds from sale of property and equipment 8,107 
Purchase of property and equipment(250,861) 
Net cash (used) provided in investing activities(250,861)8,107 
Financing activities
Deposit with Newborn (287,500)
Proceeds from Newborn Escrow Account 58,471,961 
Redemption of Newborn shares (18,630)
Issuance costs related to reverse recapitalization and PIPE offering (3,704,921)
Proceeds from PIPE offering 14,250,000 
Repayment of Newborn sponsor loans (487,500)
Repurchase of common stock from EDF (6,000,000)
Newborn cash acquired 50,206 
Payment of finance lease Obligations(2,073) 
Net cash (used) provided in financing activities(2,073)62,273,616 
Effect of exchange rate on cash146,949 119,541 
Net increase (decrease) in cash and restricted cash(8,555,874)59,767,413 
Cash and restricted cash at beginning of year32,740,520 2,275,895 
Cash and restricted cash at end of period$24,184,646 $62,043,308 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6


NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Three Months Ended March 31,
20222021
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 
Transfer of Inventory to property and equipment$87,095 $ 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Description of Business
Description of Business
Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp.
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 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.
8

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Summary of Significant Accounting Policies
For a detailed discussion about the Company’s significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).
During the three months ended March 31, 2022, there were no significant updates made to the Company’s significant accounting policies.
Basis of Presentation
The accompanying unaudited (i) condensed consolidated balance sheet as of December 31, 2021, 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 in the 2021 Form 10-K, filed with the Securities and Exchange Commission ("SEC") on March 31, 2022.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, cash flows, and stockholders’ equity for the interim periods, but are not necessarily indicative of the results to be anticipated for the full year 2022 or any future period.
In accordance with Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements - Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the that the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $56.4 million as of March 31, 2022. Nuvve incurred net losses of approximately $9.1 million for the quarter ended March 31, 2022, and $27.2 million and $4.7 million for the years ended December 31, 2021, and 2020, respectively. As of March 31, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of $23.7 million, $28.8 million and $71.4 million, respectively. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure.

The Company expects its cash and cash equivalents as of May 12, 2022 will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these consolidated financial statements. Management's expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Actual results could be different from management's estimates and should actual results be less favorable than these estimates management would ultimately need to take corrective steps to improve future operating results and its financial condition.
Principles of Consolidation
The condensed consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation.

Variable Interest Entities

Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has

9

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE.

The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51% of Levo's common units. The Company has determined that Levo is a VIE in which the Company is the primary beneficiary. Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve.

Assets and Liabilities of Consolidated VIEs

The Company's condensed consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net loss attributable to non-controlling interests" in the condensed consolidated statements of operations and "Non-controlling interests" in the condensed consolidated balance sheets. See Note 18 for details of non-controlling interests. The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended March 31, 2022.

The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s condensed consolidated balance sheets at March 31, 2022:
March 31, 2022
Assets
Cash$28,257 
Deferred financing costs3,920,323 
Total Assets$3,948,580 
Liabilities and Mezzanine Equity
Accrued expenses$236,775 
Derivative liability - non-controlling redeemable preferred shares458,476 
Total Liabilities$695,251 

Redeemable Non-Controlling Interest - Mezzanine Equity
Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders") who own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets as mezzanine equity. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 18 for details.
Non-controlling interests
The Company presents non-controlling interests as a component of equity on its condensed consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the condensed consolidated statements of operations.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard
10

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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
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 on-going COVID-19 conditions.
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.
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.
Concentrations of Credit Risk
At March 31, 2022 and December 31, 2021, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables.

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the three months ended March 31, 2022 and 2021, one customer accounted for 72.8%, and two customers in aggregate accounted for 49.9% of revenue, respectively.

During the three months ended March 31, 2022 and 2021, the Company's top five customers accounted for approximately 87.5% and 71.4%, respectively, of the Company’s total revenue.

At March 31, 2022, two customers in aggregate accounted for 35.7% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable.

Approximately 58.7% and 56.0% of the Company’s trade accounts receivable balance was with five customers at March 31, 2022 and December 31, 2021, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts.
11

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Deferred Financing Costs
Deferred financing costs consist of direct and incremental costs incurred and fees paid for a commitment to obtain financing. As the commitment amount is funded, the carrying amount of the deferred financing costs is reduced and the amount is charged to additional-paid-in-capital. The deferred financing cost will be impaired if it becomes probable that funding of the commitment amount will not occur.
Recently adopted accounting pronouncements
None.
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.


12

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 – Revenue Recognition
The disclosures below discuss the Company’s material revenue contracts.
The following table provides information regarding disaggregated revenue based on revenue by service lines for the three months ended March 31:
Three Months Ended March 31,
20222021
Revenue recognized over time:
Services$194,650 $167,245 
Grants117,249 487,129 
Products2,059,134 144,658 
Total revenue$2,371,033 $799,032 
The aggregate amount of revenue for the Company’s existing contracts with customers as of March 31, 2022 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated Balance Sheet, 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):
2022 (remaining nine months)$540,331 
Thereafter150,537 
Total$690,868 
Segment Reporting
The Company operates in a single business segment, which is the EV V2G Charging segment. The following table summarizes the Company’s revenues for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
20222021
Revenues:
United States$2,227,734 $591,831 
United Kingdom37,390 141,286 
Denmark105,909 65,915 
$2,371,033  $799,032 
The following table summarizes the Company’s long-lived assets in different geographic locations as of March 31, 2022 and December 31, 2021:
March 31,
2022
December 31,
2021
Long-lived assets:
United States$1,948,891 $1,811,607 
Denmark23,550 25,664 
$1,972,441 $1,837,271 
13

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 – Fair Value Measurements
The following are the liabilities measured at fair value on the condensed consolidated balance sheet at March 31, 2022 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 March 31,
2022
Total Gains (Losses) For The Three Months Ended March 31, 2022
Recurring fair value measurements
Private warrants$ $ $433,000 $433,000 $433,000 
Derivative liability - non-controlling redeemable preferred shares  458,476 458,476 53,472 
Total recurring fair value measurements$ $ $891,476 $891,476 $486,472 
The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants (Note 11) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2022:
Private WarrantsNon-controlling redeemable preferred shares - derivative liability
Balance at December 31, 2021$866,000 $511,948 
Total (gains) losses for period included in earnings(433,000)(53,472)
Balance at March 31, 2022$433,000  $458,476 

The fair value of the level 3 Private Warrants was estimated at March 31, 2022 using the Black-Scholes model which used the following inputs: term of 3.97 years, risk free rate of 2.4%, no dividends, volatility of 64.0%, and strike price of $11.50.

The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at March 31, 2022 using the Monte Carlo Simulation model which used the following inputs: terms range from 3.0 years to 7.0 years, risk free rate of 2.4%, no dividends, volatility of 56.0% and probability of redemptions triggered of 75.0%.

There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2022 and 2021.
Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments.

Note 5 - Derivative Liability - Non-Controlling Redeemable Preferred Stock

The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability. Separation of the redemption features as a derivative liability is required because its economic characteristics and risks are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics of the redeemable preferred stock. The economic characteristics of the redemption features are considered more akin to an debt instrument because the minimum redemption value could be greater than the face amount, the redemption features are contingently exercisable, and the shares carry a fixed mandatory dividend.

Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liability” financial statement line item of the company’s consolidated statements of operations. For additional information on the non-controlling redeemable preferred stock, see Note 18.




14

NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table display the fair value of derivatives by balance sheet line item at March 31, 2022 and December 31, 2021:

March 31, 2022December 31, 2021
Other long term liabilities:  
Derivative liability - non-controlling redeemable preferred shares$458,476 $511,948 

Note 6 – Investment in Dreev
The Company accounts for its 13% equity ownership in Dreev under the costs method. The Company has a consulting services agreement with Dreev related to software development and operations. The consulting services were zero for each of the three months ended March 31, 2022 and 2021. The consulting services are being 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.

Note 7 – Account Receivables, Net
The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at March 31, 2022 and December 31, 2021:
March 31, 2022December 31, 2021
Trade receivables$1,494,322 $1,949,896 
Less: allowance for doubtful accounts(63,188)(63,188)
Accounts receivable, net$1,431,134  $1,886,708 
Allowance for doubtful accounts:
Balance December 31, 2021$(63,188)
Provision 
Write-off 
Recoveries 
Balance March 31, 2022$(63,188)


Note 8 – Inventories
The following table summarizes the Company’s inventories balance by category:
March 31, 2022December 31, 2021
DC Chargers$7,431,300 $7,687,598 
AC Chargers204,687 232,920 
Vehicles - School Buses (1)1,620,000 3,180,000 
Others72,219 17,670 
Total$9,328,206 $11,118,188 
__________________
(1)As of March 31, 2022, the Company has taken delivery of ten school buses it has committed to purchase from the manufacturer within one year from the purchase order date of May 26, 2021. During the first quarter ended March 31, 2022, five school buses were sold.

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NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 9 – Property, Plant and Equipment
The following table summarizes the Company’s property, plant and equipment balance at March 31, 2022 and December 31, 2021:
March 31, 2022December 31, 2021
Computers & Servers$113,490 $105,499 
Vehicles168,862 168,862 
Office furniture and equipment317,546 161,771 
Others93,146 6,050 
Total693,044 442,182 
Less: Accumulated Depreciation(120,545)(85,988)
Property, plant and equipment, net$572,499 $356,194 
March 31, 2022March 31, 2021
Depreciation expense$25,975 $6,508 

Note 10 – Intangible Assets
At both March 31, 2022 and December 31, 2021, 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 each for the three months ended March 31, 2022 and 2021. Accumulated amortization totaled $645,340 and $610,480 at March 31, 2022 and December 31, 2021, respectively.

The net amount of intangible assets of $1,446,218 at March 31, 2022, will be amortized over the weighted average remaining life of 10.6 years.
Total estimated future amortization expense is as follows:
2022 (remaining nine months)$104,577 
2023139,437 
2024139,437 
2025139,437 
2026139,437 
Thereafter783,893 
$1,446,218 

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NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Stockholders’ Equity
As of March 31, 2022, the Company has authorized two classes of stock, Common Stock, and Preferred Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000, of which 100,000,000 authorized shares are Common Stock with a par value of $0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $0.0001 per share (“Preferred Stock”). Please see Note 12, “Stockholders' Equity,” in the Notes to Consolidated Financial Statements included in the Company’s 2021 Form 10-K for a detailed discussion of the Company’s stockholders' equity. Additionally, see Note 19, “Levo Mobility LLC Entity,” in the Notes to Consolidated Financial Statements included in the Company’s 2021 Form 10-K for a detailed discussion of the Company’s Stonepeak and Evolve Warrants and Securities Purchase agreement, and Levo definitive agreements.
Warrants - Stonepeak and Evolve
On May 17, 2021, in connection with the signing of a letter of agreement, as reference above, relating to the formation of a venture, Levo Mobility LLC (the "Letter Agreement"), the Company issued to Stonepeak and Evolve a ten years warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were; series B $12.8 million, series C $5.6 million, series D $4.8 million, series E $3.8 million and series F $3.2 million. The fair values of the warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the warrants are indexed to the Company’s common stock and meet the conditions for equity classification, and deferred financing costs. The carrying amount of the deferred financing costs is reduced as the commitment amount is funded, and the reduction amount is charged to additional-paid-in capital. As of March 31, 2022, the commitment funded of $3.2 million has reduced the deferred financing costs, and charged to additional-paid-in capital.
In connection with the signing of the Letter Agreement, the Company issued to Stonepeak and Evolve the following ten years 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.

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.
The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 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, 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

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them.
The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at March 31, 2022 (there were no warrants outstanding at December 31, 2021):
Number of
Warrants
Number of
Warrants Exercisable
Exercise
Price
Expiration
Date
Public Warrants2,875,0002,875,000 $11.50March 19, 2026
Private Warrants136,250136,250 $11.50March 19, 2026
PIPE Warrants1,353,7501,353,750 $11.50March 19, 2026
Stonepeak/Evolve Warrants - series B 2,000,0002,000,000 $10.00May 17, 2031
Stonepeak/Evolve Warrants - series C1,000,000500,000 $15.00May 17, 2031
Stonepeak/Evolve Warrants - series D1,000,000500,000 $20.00May 17, 2031
Stonepeak/Evolve Warrants - series E1,000,000500,000 $30.00May 17, 2031
Stonepeak/Evolve Warrants - series F1,000,000500,000 $40.00May 17, 2031
10,365,0008,365,000 
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 Warrants are reflected as a liability in the condensed consolidated balance sheet as of March 31, 2022 in the amount of $433,000 and the change in the fair value of the Private Warrant for the three months ended March 31, 2022 of is reflected as a gain of $433,000, 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.
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 below for details. The grant-date fair value of the Securities Purchase Agreement to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the condensed consolidated balance 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. The carrying amount of the deferred financing costs is reduced as the commitment amount is funded, and the amount is charged to additional-paid-in capital.
In connection with the signing of the Letter Agreement, as reference above, 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.
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NUVVE HOLDING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Stock Option Plan
In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. As of March 31, 2022, 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 March 31, 2022, a total of 1,321,374 shares of common stock remained available for future issuance under the 2020 Plan.
Stock-based compensation expense for the three months ended March 31 are as follows
Three Months Ended March 31,
20222021
Options$822,106 $262,105 
Restricted stock613,839  
    Total$1,435,945 $