Date of Report (Date of earliest event reported): August 11, 2022
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2468 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 August 11, 2022, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2022. 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 2.02 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: August 11, 2022
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chairman and Chief Executive Officer

Exhibit 99.1

Nuvve Provides Second Quarter 2022
Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, August 11, 2022 /PRNewswire/— Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and provides other grid services, today provided a second quarter 2022 update.
 Second Quarter Highlights

Established official partnership with Switch to integrate Nuvve's vehicle-to-grid (V2G) GIVe™ platform with Switch's charging management platform for operations and maintenance; Nuvve also made a strategic investment into Switch
Announced commercial agreements with Power Electronics and Cenntro to expand Nuvve’s high powered charger line-up and expand Nuvve’s U.S. commercial fleet reach, respectively
Nuvve selected as collaboration partner through a Memorandum of Understanding (MOU) with the U.S. Department of Energy (DOE) to accelerate the country’s commercialization of vehicle-to-grid; in addition, the EPA began grant application acceptances to begin replacing the nation’s fleet of school buses with clean, zero-emission buses
Along with local strategic partners, Nuvve received approval from the Japanese transmission system operator (TSO) to participate in the energy market to provide ancillary power and stabilizing services to the grid
Megawatts under management increased 10% during the quarter, totaling 16.1 megawatts as of June 30, 2022
Cash and cash equivalents of $14.9 million, as of June 30, 2022
Management Discussion

Gregory Poilasne, chairman and chief executive officer of Nuvve, said, “In the second quarter, Nuvve continued to expand its network of commercial, operational and technology partners as it scales up its V2G platform. Further, Nuvve’s formal announcement of an investment into Switch EV not only expands the company’s platform into additional chargers, but also demonstrates its willingness to deploy capital in order to further build out its competitive edge in V2G. These positive developments for the company came against a backdrop that saw strong secular tailwinds for V2G, including at the federal government level. This was evidenced by Nuvve’s entry into an MOU with the U.S. DOE to explore ways to further drive V2G adoption, and the disbursement of $500 million by the EPA in grant funding to be made available for electric school buses and associated infrastructure, with Nuvve expected to be a notable beneficiary as grant applications are awarded later this year. We look forward to continued momentum in the second half of the year, which has started out strong as we grow our utility and energy partnerships with SDG&E and Vistra, both of which serve to help unlock the full potential of V2G.”

2022 Second Quarter Financial Review

Total revenue was $1.3 million for the three months ended June 30, 2022, compared to $1.0 million for the three months ended June 30, 2021, an increase of $0.3 million, or 32.6%. The increase is attributed to $0.3 million increase in products and services revenue. Products and services revenue for the three months ended June 30, 2022 consisted of sales DC and AC Chargers sales of approximately $1.0 million, grid services revenue of $0.05 million, and engineering services of $0.03 million.

Cost of products and services revenue for the three months ended June 30, 2022, increased by $0.7 million to $1.0 million, and margin decreased to 3.1% from 52.7% compared to the same prior year period. This was mostly due to the impact of 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 $8.1 million for the three months ended June 30, 2022, as compared to $5.3 million for the three months ended June 30, 2021, an increase of $2.9 million, or 54.4%. The increase during the three months ended June 30, 2022 was primarily attributable to increases in compensation expenses of $0.7 million, including share-based compensation, $0.4 million of travel expenses related to conferences and partnership meetings, $0.4 million of professional fees related to internal operational reviews, and $1.7 million of governance and other public company costs. Expenses resulting from the consolidation of Levo's activities during the quarter, contributed $0.7 million to the increase in selling, general and administrative expenses.
Research and development expenses increased by $0.5 million, or 28.5%, from $1.7 million for the three months ended June 30, 2021 to $2.2 million for the three months ended June 30, 2022. 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) consists primarily of interest expense, impairment of deferred finance costs, change in fair value of private warrants liability and derivative liability, and other income (expense). Other income (expense) increased by $43.5 million of expense, from $0.15 million of other income for the three months ended June 30, 2021, to $43.3 million in other expense for the three months ended June 30, 2022. The increase in other expense during the three months ended June 30, 2022 was primarily attributable to the write-off of deferred finance costs, and change in fair values of the private warrants liability and derivative liability. The impairment charge was driven by a write-off of deferred financing costs associated with the carrying value of warrants and stock options granted to Stonepeak and Evolve in May 2021 in return for their capital commitment to fund up to $750 million in V2Genabled EV fleet deployments of school buses through Levo. We impaired the deferred financing costs during the six months ended June 30, 2022 primarily because we have not entered into fleet as a service customer contracts requiring preferred capital commitments from Stonepeak and Levo in excess of $43.6 million within one year of the deferred financing costs being capitalized. The impairment charge is non-cash and does not impact the existing capital commitment we have from Stonepeak and Evolve or the pursuit of customer deployments funded by this capital commitment. Note 19 of our year ended December 31, 2021 Form 10-K further describes the terms of the capital commitment with Stonepeak and Evolve.
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.
Net loss increased by $47.2 million, or 762.3%, from $6.2 million for the three months ended June 30, 2021, to $53.4 million for the three months ended June 30, 2022. The increase in net loss was primarily due to increase in operating expenses of $4.0 million and increase in other expense of $43.5 million for the aforementioned reasons.
Net Loss Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was $2.1 million for the three months ended June 30, 2022.
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 entities in which we are the primary beneficiary. Accordingly, we consolidate Levo and record a non-controlling interest for the share of the Levo owned by Stonepeak and Evolve during the three and six months ended June 30, 2022.


Conference Call Details
The Company will hold a conference call to review its financial results for the second quarter of 2022, along with other company developments, at 5:00 PM Eastern Time (2:00 PM PT) today Thursday, August 11, 2022.
To participate, 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) has developed a proprietary vehicle-to-grid (V2G) technology, including its Grid Integrated Vehicle (“GIVe™”) cloud-based software platform, that enables it to link multiple electric vehicle (“EV”) batteries into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.. Combining the world’s most advanced 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. With products designed to transform EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is working toward 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 (iv) Nuvve's current dependence on sales of charging stations for most of its revenues; (v) 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; (vi) 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; (vii) the effects of competition on Nuvve's future business; (viii) risks related to Nuvve's dependence on its intellectual property and the risk that Nuvve's technology could have undetected defects or errors; (ix) 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; (x) 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; (xi) changes in applicable laws or regulations; (xii) the COVID-19 pandemic and its effect directly on Nuvve and the economy generally; (xiii) risks related to disruption of management time from ongoing business operations due to our joint ventures; (xiv) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (xv) the possibility that Nuvve may be adversely affected by 3 other economic, business, and/or competitive factors, including increased inflation and interest rates, and the Russian invasion of Ukraine; (xvi) 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); (xvii) the risk that the Company will not be able to reach definitive agreements parties after an MOU has been signed; and (xviii) supply chain disruptions. 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


June 30, 2022December 31, 2021
Current assets
Cash$14,890,242 $32,360,520 
Restricted cash480,000 380,000 
Accounts receivable1,958,656 1,886,708 
Inventories10,796,032 11,118,188 
Prepaid expenses and other current assets2,384,575 1,036,645 
Total Current Assets30,509,505 46,782,061 
Property and equipment, net600,546 356,194 
Intangible assets, net1,411,358 1,481,077 
Investments1,670,951 670,951 
Right-of-use operating assets5,195,474 3,483,042 
Deferred financing costs— 43,562,847 
Financing receivables238,624 138,161 
Security deposit, long-term3,057 3,057 
Total Assets$39,629,515 $96,477,390 
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current Liabilities
Accounts payable$3,327,366 $5,738,873 
Accrued expenses2,392,820 2,874,018 
Deferred revenue781,922 719,771 
Operating lease liabilities - current455,064 41,513 
Other liabilities111,387 110,574 
Total Current Liabilities7,068,559 9,484,749 
Operating lease liabilities - noncurrent5,053,219 3,441,642 
Warrants liability182,000 866,000 
Derivative liability - non-controlling redeemable preferred shares491,012 511,948 
Other long-term liabilities15,120 18,860 
Total Liabilities12,809,910 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 issued and outstanding at June 30, 2022 and December 31, 2021; aggregate liquidation preference of $3,330,071 at June 30, 2022 3,208,360 2,885,427 
Class D Incentive units, zero par value, 1,000,000 units authorized, 250,000 units issued and outstanding at June 30, 2022140,850 — 
Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively— — 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,709,763 and 18,861,130 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively1,986 1,888 
Additional paid-in capital134,261,487 127,138,504 
Accumulated other comprehensive income (loss)73,448 113,446 
Accumulated deficit(107,629,843)(47,412,470)
Nuvve Stockholders’ Equity (Deficit)26,707,078 79,841,368 
Non-controlling interests(3,236,683)(572,604)
Total Stockholders’ Equity (Deficit)23,470,395 79,268,764 
Total Liabilities, Mezzanine equity and Stockholders’ Equity $39,629,515 $96,477,390 

Three Months Ended June 30,Six Months Ended June 30,
Products and services$1,068,029 $766,516 $3,321,813 $1,078,419 
Grants233,698 214,814 350,947 701,943 
Total revenue1,301,727 981,330 3,672,760 1,780,362 
Operating expenses
Cost of product and service revenue1,034,596 362,658 3,176,908 489,886 
Selling, general, and administrative8,136,522 5,269,791 15,762,072 9,752,531 
Research and development2,170,139 1,689,245 4,305,714 2,952,195 
Total operating expenses11,341,257 7,321,694 23,244,694 13,194,612 
Operating loss(10,039,530)(6,340,364)(19,571,934)(11,414,250)
Other income (expense)
Interest income (expense)6,945 1,984 8,403 (595,565)
Write-off of deferred financing costs(43,562,847)— (43,562,847)— 
Change in fair value of warrants liability251,000 (351,602)684,000 70,228 
Change in fair value of derivative liability(32,536)— 20,936 — 
Other, net22,020 503,676 (7,767)391,561 
Total other (expense) income, net(43,315,418)154,058 (42,857,275)(133,776)
Loss before taxes(53,354,948)(6,186,306)(62,429,209)(11,548,026)
Income tax (benefit) expense — 1,000 — 1,000 
Net loss$(53,354,948)$(6,187,306)$(62,429,209)$(11,549,026)
Less: Net loss attributable to non-controlling interests(2,110,903)— (2,211,837)— 
Net loss attributable to Nuvve Holding Corp.$(51,244,045)$(6,187,306)$(60,217,372)$(11,549,026)
Less: Preferred dividends on redeemable non-controlling interests65,296 — 129,311 — 
Less: Accretion on redeemable non-controlling interests preferred shares161,466 — 322,932 — 
Net loss attributable to Nuvve common stockholders$(51,470,807)$(6,187,306)$(60,669,615)$(11,549,026)
Net loss per share attributable to Nuvve common stockholders, basic and diluted$(2.70)$(0.33)$(3.20)$(0.79)
Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic and diluted19,064,854 18,668,009 18,965,167 14,560,862 

Three Months Ended June 30,Six Months Ended June 30,
Net loss $(53,354,948)$(6,187,306)$(62,429,209)$(11,549,026)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes$(26,314)$(20,146)$(39,998)$96,603 
Total Comprehensive loss $(53,381,262)$(6,207,452)$(62,469,207)$(11,452,423)
Less: Comprehensive loss attributable to non-controlling interests$(2,110,903)$— $(2,211,837)$— 
Comprehensive loss attributable to Nuvve Holding Corp.$(51,270,359)$(6,207,452)$(60,257,370)$(11,452,423)
Less: Preferred dividends on redeemable non-controlling interests$(65,296)$— $(129,311)$— 
Less: Accretion on redeemable non-controlling interests preferred shares(161,466)— (322,932)— 
Comprehensive loss attributable to Nuvve common stockholders$(51,043,597)$(6,207,452)$(59,805,127)$(11,452,423)


Six Months Ended June 30,
Operating activities
Net loss$(62,429,209)$(11,549,026)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization137,755 81,874 
Share-based compensation3,357,859 1,352,708 
Write-off of deferred financing costs43,562,847 — 
Beneficial conversion feature on convertible debenture— 427,796 
Accretion of discount on convertible debenture— 116,147 
Change in fair value of warrants liability(684,000)(70,228)
Change in fair value of derivative liability(20,936)— 
Loss on disposal of asset— 1,381 
Gain on extinguishment of PPP Loan— (492,100)
Noncash lease expense283,251 (1,003)
Change in operating assets and liabilities
Accounts receivable(74,278)(139,140)
Inventory322,156 (3,164,653)
Prepaid expenses and other assets(1,462,221)(2,209,159)
Accounts payable(2,409,448)330,890 
Accrued expenses(684,517)1,595,165 
Deferred revenue79,576 305,922 
Net cash used in operating activities(20,021,165)(13,413,426)
Investing activities
Proceeds from sale of property and equipment— 7,969 
Purchase of property and equipment(317,225)— 
Net cash (used) provided in investing activities(1,317,225)7,969 
Financing activities
Deposit with Newborn— — 
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— (531,527)
Proceeds from forward option put exercise1,994,073 — 
Proceeds from common stock offering, net of offering costs1,859,685 — 
Payment of finance lease Obligations(4,425)(1,989)
Proceeds from exercise of stock options173,575 — 
Net cash (used) provided in financing activities4,022,908 59,474,365 
Effect of exchange rate on cash(54,796)98,193 
Net increase (decrease) in cash and restricted cash(17,370,278)46,167,101 
Cash and restricted cash at beginning of year32,740,520 2,275,895 
Cash and restricted cash at end of period$15,370,242 $48,442,996 
Supplemental Disclosure of Noncash Financing Activity
Conversion of preferred stock to common stock$— $1,679 
Conversion of debenture and accrued interest to common shares$— $3,999,435 
Conversion of shares due to reverse recapitalization$— $3,383 
Issuance of common stock for merger success fee$— $2,085,299 
Non-cash merger transaction costs$— $2,085,299 
Accrued transaction costs related to reverse recapitalization$— $189,434 
Issuance of private warrants$— $1,253,228 
Forgiveness of PPP Loan$— $492,100 
Issuance of Stonepeak and Evolve warrants$— $27,640,000 
Issuance of Stonepeak and Evolve options$— $12,584,000 
Transfer of Inventory to property and equipment$87,095 $—