SEC Filing | Nuvve Holding Corp.

View:

nvve-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(MARK ONE)

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

For the quarterly period ended June 30, 2022

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

For the transition period from _________ to _________

Commission file number: 001-40296

NUVVE HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1617000

(State or other jurisdiction of
incorporation or organization)

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

2468 Historic Decatur Road,

San Diego,

California

92106

(Address of principal executive offices)

(Zip Code)

(619)

456-5161

(Registrant’s telephone number), including area code

N/A

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

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

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

NVVE

The Nasdaq Stock Market

Warrants to Purchase Common Stock

NVVEW

The Nasdaq Stock Market

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

xYes o No

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

x Yes o No

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

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

o Yes x No

As of August 4, 2022, 22,363,540 shares of the issuer’s common stock, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the Quarterly Report on Form 10-Q for the six months ended June 30, 2022, that we originally filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2022 (the “Original Filing”). This Amendment is being filed to amend and restate the three and six months ended June 30, 2022 and 2021 condensed consolidated financial statements due to the direct expensing of originally deferred financing costs, and the reclassification of the related unvested warrants from equity to warrant liability in the second quarter of 2021 as described in Note 2 to the Condensed Consolidated Financial Statements of this amended Form 10-Q. Also, we updated Management’s Discussion and Analysis of Financial Condition and Results of Operations based on the restated financial information.This Amendment should be read in conjunction with the Company's amended 2021 Form 10-K/A.

In addition, as required by Rule 12b-15 under the Securities Exchange Action of 1934, as amended (the “Exchange Act”), this Amendment updates Item 4 material weakness, and revises Item 15 of Part IV to include currently dated certifications by our principal executive officer and principal financial officer as exhibits to this Amendment and updates the Exhibit Index to reflect the inclusion of these certifications.

Other than the items outlined above, this Amendment does not modify or update the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed by us with the SEC.

NUVVE HOLDING CORP.

FORM 10-Q FOR THE QUARTER ENDED June 30, 2022

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION			1
	Item 1.	Interim Condensed Consolidated Financial Statements (Unaudited).	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	36
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	46
	Item 4.	Controls and Procedures.	46

PART II—OTHER INFORMATION			47
	Item 1.	Legal Proceedings	47
	Item 1A.	Risk Factors	47
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	48
	Item 3.	Defaults Upon Senior Securities.	48
	Item 4.	Mine Safety Disclosures.	48
	Item 5.	Other Information.	48
	Item 6.	Exhibits.	48

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other documents incorporated herein by reference contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions described in Item 1A, “Risk Factors” in our Annual Report on Form 10-K (Amendment #2) for the year ended December 31, 2021, as well as those discussed elsewhere in this report and other factors described from time to time in our filings with the SEC.

Factors that could cause actual results to differ materially from those in forward-looking statements include, (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) 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 other economic, business, and/or competitive factors; and (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), as well as other risks described in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the SEC.

Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2022		December 31, 2021
Assets	(As Restated) (1)
Current assets
Cash	$	14,890,242	$	32,360,520
Restricted cash	480,000		380,000
Accounts receivable	1,958,656		1,886,708
Inventories	10,796,032		11,118,188

Prepaid expenses and other current assets	2,384,575		1,036,645
Total Current Assets	30,509,505		46,782,061

Property and equipment, net	600,546		356,194
Intangible assets, net	1,411,358		1,481,077
Investments	1,670,951		670,951
Right-of-use operating assets	5,195,474		3,483,042

Financing receivables	238,624		138,161
Security deposit, long-term	3,057		3,057
Total Assets	$	39,629,515	$	52,914,543

Liabilities, Mezzanine Equity and Stockholders’ Equity

Current Liabilities
Accounts payable	$	3,327,366	$	5,738,873
Accrued expenses	2,392,820		2,874,018
Deferred revenue	781,922		719,771

Operating lease liabilities - current	455,064		41,513

Other liabilities	111,387		110,574

Total Current Liabilities	7,068,559		9,484,749

Operating lease liabilities - noncurrent	5,053,219		3,441,642
Warrants liability	182,000		9,543,000
Derivative liability - non-controlling redeemable preferred shares	491,012		511,948
Other long-term liabilities	15,120		18,860
Total Liabilities	12,809,910		23,000,199

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	3,224,832		2,901,899
Class D Incentive units, zero par value, 1,000,000 units authorized, 250,000 units issued and outstanding at June 30, 2022	140,850		—
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, respectively	1,986		1,888

Additional paid-in capital	129,459,590		122,336,607
Accumulated other comprehensive income (loss)	73,448		113,446
Accumulated deficit	(102,836,347)		(92,937,863)
Nuvve Stockholders’ Equity (Deficit)	26,698,677		29,514,078
Non-controlling interests	(3,244,754)		(2,501,633)
Total Stockholders’ Equity (Deficit)	23,453,923		27,012,445
Total Liabilities, Mezzanine equity and Stockholders’ Equity	$	39,629,515	$	52,914,543

(1) See Note 2.

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	(As Restated) (1)		(As Restated) (1)		(As Restated) (1)		(As Restated) (1)
Products and services	$	1,068,029	$	766,516	$	3,321,813	$	1,078,419
Grants	233,698		214,814		350,947		701,943
Total revenue	1,301,727		981,330		3,672,760		1,780,362
Operating expenses
Cost of product and service revenue	1,034,596		362,658		3,176,908		489,886
Selling, general, and administrative	8,136,522		5,269,791		15,762,072		9,752,531
Research and development	2,170,139		1,689,245		4,305,714		2,952,195
Total operating expenses	11,341,257		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)
Financing costs	—		(43,818,000)		—		(43,818,000)

Change in fair value of warrants liability	4,585,000		(3,497,230)		9,361,000		(3,075,400)
Change in fair value of derivative liability	(32,536)		—		20,936		—
Other, net	22,020		503,676		(7,767)		391,561
Total other (expense) income, net	4,581,429		(46,809,570)		9,382,572		(47,097,404)
Loss before taxes	(5,458,101)		(53,149,934)		(10,189,362)		(58,511,654)
Income tax (benefit) expense	—		1,000		—		1,000
Net loss	$	(5,458,101)	$	(53,150,934)	$	(10,189,362)	$	(58,512,654)
Less: Net loss attributable to non-controlling interests	(189,945)		—		(290,878)		—
Net loss attributable to Nuvve Holding Corp.	$	(5,268,156)	$	(53,150,934)	$	(9,898,484)	$	(58,512,654)
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		—
Net loss attributable to Nuvve common stockholders	$	(5,494,918)	$	(53,150,934)	$	(10,350,727)	$	(58,512,654)

Net loss per share attributable to Nuvve common stockholders, basic and diluted	$	(0.29)	$	(2.85)	$	(0.55)	$	(4.02)

Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic and diluted	19,064,854		18,668,009		18,965,167		14,560,862

(1) See Note 2.

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

NUVVE HOLDING CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(As Restated) (1)		(As Restated) (1)		(As Restated) (1)		(As Restated) (1)
Net loss	$	(5,458,101)	$	(53,150,934)	$	(10,189,362)	$	(58,512,654)
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	$	(5,484,415)	$	(53,171,080)	$	(10,229,360)	$	(58,416,051)
Less: Comprehensive loss attributable to non-controlling interests	(189,945)		—		(290,878)		—
Comprehensive loss attributable to Nuvve Holding Corp.	$	(5,294,470)	$	(53,171,080)	$	(9,938,482)	$	(58,416,051)
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	$	(5,067,708)	$	(53,171,080)	$	(9,486,239)	$	(58,416,051)

(1) See Note 2.

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)


	Common Stock	Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Non-controlling Interests		Total
			Shares					Amount
Balances December 31, 2021		18,861,130		$	1,888	$	122,336,607		$	113,446	$	(92,937,863)	$	(2,501,633)	27,012,445
Exercise of stock options and vesting of restricted stock		30,370		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		—		—		—			—		(4,630,328)		(100,933)		(4,731,261)
Balances March 31, 2022		18,891,500		1,891		123,792,248			99,762		(97,568,191)		(2,828,047)		23,497,663
Exercise of stock options and vesting of restricted stock options		360,018		50		173,575			—		—		—		173,625
Stock-based compensation		—		—		1,640,055			—		—		—		1,640,055
Proceeds from forward option put exercise		134,499		13		1,994,059			—		—		—		1,994,072
Proceeds from common stock offering, net of offering costs		323,746		32		1,859,653			—		—		—		1,859,685
Currency translation adjustment		—		—		—			(26,314)		—		—		(26,314)
Preferred dividends - non-controlling interest		—		—		—			—		—		(65,296)		(65,296)
Accretion on redeemable non-controlling interests preferred shares		—		—		—			—		—		(161,466)		(161,466)
Net loss		—		—		—			—		(5,268,156)		(189,945)		(5,458,101)
Balances 6/30/2022 (As Restated) (1)		19,709,763		$	1,986	$	129,459,590		$	73,448	$	(102,836,347)	$	(3,244,754)	$	23,453,923

(1) See Note 2.

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

(Unaudited)


	Series A Convertible Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit				Total
	Shares	Amount			Shares			Amount
Balances December 31, 2020, as previously reported	16,789,088	$	1,679		26,162,122	$	2,616		$	19,650,659	$	(77,841)	$	(20,457,823)		$	(880,710)
Conversion of shares due to merger capitalization	(16,789,088)	(1,679)			(17,039,126)	(1,704)			3,383		—		—			—
Balances 12/31/2020, as adjusted	—	—			9,122,996	912			19,654,042		(77,841)		(20,457,823)			(880,710)
Beneficial conversion feature - convertible debenture	—	—			—	—			427,796		—		—			427,796
Conversion of convertible debenture	—	—			544,178	54			3,999,381		—		—			3,999,435
Repurchase of common stock from EDF	—	—			(600,000)	(60)			(5,999,940)		—		—			(6,000,000)
Assumption of private warrant liability from Newborn	—	—			—	—			(1,253,228)		—		—			(1,253,228)
Merger recapitalization, net of share redemption of $18,629 and issuance costs of $5,979,675	—	—			8,060,418	806			51,750,557		—		—			51,751,363
Placement agent fee paid in common stock	—	—			208,532	21			2,085,299		—		—			2,085,320
PIPE offering, less issuance costs of $2,500	—	—			1,425,000	143			14,247,357		—		—			14,247,500
Notice of exercise of put option	—	—			—	—			(2,000,000)		—		—			(2,000,000)
Stock-based compensation	—	—			—	—			262,105		—		—			262,105
Currency translation adjustment	—	—			—	—			—		116,749		—			116,749
Net loss	—	—			—	—			—		—		(5,361,720)			(5,361,720)
Balances March 31, 2021	—	—			18,761,124	1,876			83,173,369		38,908		(25,819,543)			57,394,610
Additional merger recapitalization costs	—	—			—	—			(265,736)		—		—			(265,736)
Buyback of shares related to exercise of put option	—	—			(134,500)	(13)			13		—		—			—
Issuance of common shares	—	—			—	—			—		—		—			—
Issuance of warrants to Stonepeak and Evolve (As Restated) (1)	—	—			—	—			22,256,628		—		—			22,256,628
Issuance of options to purchase shares of common stock to Stonepeak and Evolve	—	—			—	—			12,584,000		—		—			12,584,000
Stock-based compensation	—	—			—	—			1,090,603		—		—			1,090,603
Currency translation adjustment	—	—			—	—			—		(20,146)		—			(20,146)
Net loss (As Restated) (1)	—	—			—	—			—		—		(53,150,934)			(53,150,934)

Balances 6/30/2021 (As Restated) (1)	—	$	—		18,626,624	$	1,863		$	118,838,877	$	18,762	$	(78,970,477)		$	39,889,025

(1) See Note 2.

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2022		2021
Operating activities	(Restated) (1)		(Restated) (1)
Net loss	$	(10,189,362)	$	(58,512,654)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization	137,755		81,874
Share-based compensation	3,357,859		1,352,708
Financing costs	—		43,818,000
Beneficial conversion feature on convertible debenture	—		427,796
Accretion of discount on convertible debenture	—		116,147
Change in fair value of warrants liability	(9,361,000)		3,075,400
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 expense	283,251		(1,003)
Change in operating assets and liabilities
Accounts receivable	(74,278)		(139,140)
Inventory	322,156		(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 revenue	79,576		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)		—
Investments	(1,000,000)		—

Net cash (used) provided in investing activities	(1,317,225)		7,969
Financing activities


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 exercise	1,994,073		—
Proceeds from common stock offering, net of offering costs	1,859,685		—
Payment of finance lease Obligations	(4,425)		(1,989)

Proceeds from exercise of stock options	173,575		—




Net cash (used) provided in financing activities	4,022,908		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 year	32,740,520		2,275,895
Cash and restricted cash at end of period	$	15,370,242	$	48,442,996

(1) See Note 2.









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










NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
	Six Months Ended June 30,
	2022		2021



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	$	—

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Description of Business

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 S.A.S. ('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 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 as of June 30, 2022. 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 supports 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 initially focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Summary of Significant Accounting Policies

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 six months ended June 30, 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 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 $102.8 million as of June 30, 2022. Nuvve incurred operating losses of approximately $19.6 million as of the six months ended June 30, 2022, and $27.2 million and $4.7 million for the years ended December 31, 2021, and 2020, respectively. As of June 30, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of $14.9 million, $23.4 million and $23.5 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 Grid Integrated Vehicle ("GIVe") platform and the achievement of a level of revenues adequate to support its cost structure.

On May 5, 2022, the Company entered into an at-the-market offering agreement in which the Company from time to time during the term of the sales agreement, offer and sell shares of its common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. Shares of common stock sold under the sales agreement are offered and sold pursuant to the Company's shelf registration statement. During the six months ended June 30, 2022, the Company sold 323,746 shares of common stock pursuant to the sales agreement at an average price of $6.12 per share for aggregate net proceeds of approximately $1.9 million. Additionally, during the month of July 2022, the Company sold 469,136 shares of common stock pursuant to the sales agreement at an average price of $4.17 per share for aggregate net proceeds of approximately $1.9 million.

In July 2022, the Company had a direct equity offering of its common stock. See Note 19 for details. The aggregate gross proceeds to the Company from the offering were approximately $14.0 million and net proceeds were $13.1 million.

The Company expects its cash and cash equivalents as of August 11, 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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the company’s consolidated financial statements as of June 30, 2022 and 2021, errors were identified relating to the following:

(1) Unvested warrants issued to Stonepeak and Evolve in May 2021, as described in Note 11, should be accounted for as a single unit of account as opposed to multiple units of account. As a result, these unvested warrants, which were previously recorded in equity, have been reclassified to liabilities on the consolidated balance sheet. As a single unit of account, the unvested warrants’ settlement value is impacted by the amount of capital expenditures associated with Levo’s customer contracts, which caused the unvested warrants to not be indexed to the Company's equity. The unvested warrant liability is adjusted to its estimated fair value at each reporting date.

(2) As part of the fair value of warrants and stock option (“Instruments”) granted to Stonepeak and Evolve in May 2021, in conjunction with the formation of Levo, the Company inaccurately capitalized the costs incurred to deferred financing costs, and should have expensed such costs. The Company determined that there was not sufficient basis to record deferred financing costs associated with Stonepeak and Evolve’s plans to contribute capital to the Levo venture. As a result, the estimated fair value of the Instruments that were previously recorded as a capitalized asset are corrected to recognize an expense upon issuance of the Instruments during the second quarter of 2021. The expense is non-cash and does not impact the existing conditional capital commitment the Company has from Stonepeak and Evolve or the pursuit of customer deployments funded by this conditional capital commitment.

The associated income tax expense or benefit and related deferred tax assets or liabilities have been reflected, including the impact of valuation allowance.

The following tables summarize the effect of the aforementioned adjustments on the Company's Condensed Consolidated Balance Sheets as of June 30, 2022, and the Company's Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2022:


Condensed Consolidated Balance Sheet	June 30, 2022				June 30, 2022
	As Previously Reported		Adjustment		As Restated







































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	$	16,472	$	3,224,832








Additional paid-in capital	$	134,261,487	$	(4,801,897)	$	129,459,590

Accumulated deficit	$	(107,629,843)	$	4,793,496	$	(102,836,347)
Nuvve Stockholders’ Equity (Deficit)	$	26,707,078	$	(8,401)	$	26,698,677
Non-controlling interests	$	(3,236,683)	$	(8,071)	$	(3,244,754)
Total Stockholders’ Equity (Deficit)	$	23,470,395	$	(16,472)	$	23,453,923

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


	Three Months Ended June 30,				Three Months Ended June 30,		Three Months Ended June 30,				Three Months Ended June 30,
	2022				2022		2021				2021
Condensed Consolidated Statements of Operations	As Previously Reported		Adjustment		As Restated		As Previously Reported		Adjustment		As Restated













Financing costs	$	(43,562,847)	$	43,562,847	$	—	$	—	$	(43,818,000)	$	(43,818,000)

Change in fair value of warrants liability	$	251,000	$	4,334,000	$	4,585,000	$	(351,602)	$	(3,145,628)	$	(3,497,230)


Total other (expense) income, net	$	(43,315,418)	$	47,896,847	$	4,581,429	$	154,058	$	(46,963,628)	$	(46,809,570)
Loss before taxes	$	(53,354,948)	$	47,896,847	$	(5,458,101)	$	(6,186,306)	$	(46,963,628)	$	(53,149,934)

Net loss	$	(53,354,948)	$	47,896,847	$	(5,458,101)	$	(6,187,306)	$	(46,963,628)	$	(53,150,934)
Less: Net loss attributable to non-controlling interests	$	(2,110,903)	$	1,920,958	$	(189,945)	$	—	$	—	$	—
Net loss attributable to Nuvve Holding Corp.	$	(51,244,045)	$	45,975,889	$	(5,268,156)	$	(6,187,306)	$	(46,963,628)	$	(53,150,934)


Net loss attributable to Nuvve common stockholders	$	(51,470,807)	$	45,975,889	$	(5,494,918)	$	(6,187,306)	$	(46,963,628)	$	(53,150,934)

Net loss per share attributable to Nuvve common stockholders, basic and diluted	$	(2.70)	$	2.41	$	(0.29)	$	(0.33)	$	(2.52)	$	(2.85)


	Six Months Ended June 30,				Six Months Ended June 30,		Six Months Ended June 30,				Six Months Ended June 30,
	2022				2022		2021				2021
Condensed Consolidated Statements of Operations	As Previously Reported		Adjustment		As Restated		As Previously Reported		Adjustment		As Restated













Financing costs	$	(43,562,847)	$	43,562,847	$	—	$	—	$	(43,818,000)	$	(43,818,000)
Change in fair value of warrants liability	$	684,000	$	8,677,000	$	9,361,000	$	70,228	$	(3,145,628)	$	(3,075,400)
Total other (expense) income, net	$	(42,857,275)	$	52,239,847	$	9,382,572	$	(133,776)	$	(46,963,628)	$	(47,097,404)
Loss before taxes	$	(62,429,209)	$	52,239,847	$	(10,189,362)	$	(11,548,026)	$	(46,963,628)	$	(58,511,654)

Net loss	$	(62,429,209)	$	52,239,847	$	(10,189,362)	$	(11,549,026)	$	(46,963,628)	$	(58,512,654)
Less: Net loss attributable to non-controlling interests	$	(2,211,837)	$	1,920,959	$	(290,878)	$	—	$	—	$	—
Net loss attributable to Nuvve Holding Corp.	$	(60,217,372)	$	50,318,888	$	(9,898,484)	$	(11,549,026)	$	(46,963,628)	$	(58,512,654)


Net loss attributable to Nuvve common stockholders	$	(60,669,615)	$	50,318,888	$	(10,350,727)	$	(11,549,026)	$	(46,963,628)	$	(58,512,654)

Net loss per share attributable to Nuvve common stockholders, basic and diluted	$	(3.20)	$	2.65	$	(0.55)	$	(0.79)	$	(3.23)	$	(4.02)


	Three Months Ended June 30,			Three Months Ended June 30,		Three Months Ended June 30,			Three Months Ended June 30,
	2022			2022		2021			2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	As Previously Reported		Adjustment	As Restated		As Previously Reported		Adjustment	As Restated
Net loss	$	(53,354,948)	47,896,847	$	(5,458,101)	$	(6,187,306)	(46,963,628)	$	(53,150,934)



Less: Comprehensive loss attributable to non-controlling interests	$	(2,110,903)	1,920,958	$	(189,945)	$	—	—	—



Comprehensive loss attributable to Nuvve common stockholders	$	(51,043,497)	45,975,789	$	(5,067,708)	$	(6,207,452)	(46,963,628)	$	(53,171,080)

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


	Six Months Ended June 30,			Six Months Ended June 30,		Six Months Ended June 30,			Six Months Ended June 30,
	2022			2022		2021			2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	As Previously Reported		Adjustment	As Restated		As Previously Reported		Adjustment	As Restated
Net loss	$	(62,429,209)	52,239,847	$	(10,189,362)	$	(11,549,026)	(46,963,628)	$	(58,512,654)



Less: Comprehensive loss attributable to non-controlling interests	$	(2,211,837)	1,920,959	$	(290,878)	$	—	—	$	—



Comprehensive loss attributable to Nuvve common stockholders	$	(59,805,127)	50,318,888	$	(9,486,239)	$	(11,452,423)	(46,963,628)	$	(58,416,051)


	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
	As Previously Reported	Adjustment	As Restated

Issuance of warranties to Stonepeak and Evolve