UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q~~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 ~~September~~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 ~~November~~August 4, 2022, ~~24,230,108~~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 ~~SEPTEMBER~~June 30, 2022

TABLE OF CONTENTS

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)


		September 30, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Assets	Assets					Assets	(As Restated) (1)
Current assets	Current assets					Current assets
Cash	Cash	$	21,635,356	$	32,360,520	Cash	$	14,890,242	$	32,360,520
Restricted cash	Restricted cash	480,000		380,000		Restricted cash	480,000		380,000
Accounts receivable, net		1,063,903		1,886,708
Accounts receivable						Accounts receivable	1,958,656		1,886,708
Inventories	Inventories	11,767,996		11,118,188		Inventories	10,796,032		11,118,188

Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,947,014		1,036,645		Prepaid expenses and other current assets	2,384,575		1,036,645
Total Current Assets	Total Current Assets	37,894,269		46,782,061		Total Current Assets	30,509,505		46,782,061

Property and equipment, net	Property and equipment, net	591,257		356,194		Property and equipment, net	600,546		356,194
Intangible assets, net	Intangible assets, net	1,376,499		1,481,077		Intangible assets, net	1,411,358		1,481,077
Investments	Investments	1,670,951		670,951		Investments	1,670,951		670,951
Right-of-use operating lease assets		5,418,912		3,483,042
Deferred financing costs		—		43,562,847
Right-of-use operating assets						Right-of-use operating assets	5,195,474		3,483,042

Financing receivables	Financing receivables	238,624		138,161		Financing receivables	238,624		138,161
Security deposit, long-term	Security deposit, long-term	8,682		3,057		Security deposit, long-term	3,057		3,057
Total Assets	Total Assets	$	47,199,194	$	96,477,390	Total Assets	$	39,629,515	$	52,914,543

Liabilities, Mezzanine Equity and Stockholders’ Equity	Liabilities, Mezzanine Equity and Stockholders’ Equity					Liabilities, Mezzanine Equity and Stockholders’ Equity

Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	1,664,685	$	5,738,873	Accounts payable	$	3,327,366	$	5,738,873
Accrued expenses	Accrued expenses	3,436,815		2,874,018		Accrued expenses	2,392,820		2,874,018
Deferred revenue	Deferred revenue	1,014,152		719,771		Deferred revenue	781,922		719,771

Operating lease liabilities - current	Operating lease liabilities - current	708,441		41,513		Operating lease liabilities - current	455,064		41,513

Other liabilities	Other liabilities	107,198		110,574		Other liabilities	111,387		110,574

Total Current Liabilities	Total Current Liabilities	6,931,291		9,484,749		Total Current Liabilities	7,068,559		9,484,749

Operating lease liabilities - noncurrent	Operating lease liabilities - noncurrent	5,225,555		3,441,642		Operating lease liabilities - noncurrent	5,053,219		3,441,642
Warrants liability	Warrants liability	12,000		866,000		Warrants liability	182,000		9,543,000
Derivative liability - non-controlling redeemable preferred shares	Derivative liability - non-controlling redeemable preferred shares	531,257		511,948		Derivative liability - non-controlling redeemable preferred shares	491,012		511,948
Other long-term liabilities	Other long-term liabilities	13,013		18,860		Other long-term liabilities	15,120		18,860
Total Liabilities	Total Liabilities	12,713,116		14,323,199		Total Liabilities	12,809,910		23,000,199

Commitments and Contingencies	Commitments and Contingencies					Commitments and Contingencies
Mezzanine equity	Mezzanine equity					Mezzanine equity
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $3,396,672 and $3,200,760 at September 30, 2022 and December 31, 2021, respectively		3,369,827		2,885,427
Class D Incentive units, zero par value, 1,000,000 units authorized, 250,000 units issued and outstanding at September 30, 2022		293,165		—
Stockholders’ 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						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						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						Stockholders’ (Deficit) Equity

Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		—		—
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						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; 22,897,935 and 18,861,130 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		2,292		1,888
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						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	Additional paid-in capital	150,247,403		127,138,504		Additional paid-in capital	129,459,590		122,336,607
Accumulated other comprehensive income		12,149		113,446
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	73,448		113,446
Accumulated deficit	Accumulated deficit	(115,805,023)		(47,412,470)		Accumulated deficit	(102,836,347)		(92,937,863)
Nuvve Stockholders’ Equity		34,456,821		79,841,368
Nuvve Stockholders’ Equity (Deficit)						Nuvve Stockholders’ Equity (Deficit)	26,698,677		29,514,078
Non-controlling interests	Non-controlling interests	(3,633,735)		(572,604)		Non-controlling interests	(3,244,754)		(2,501,633)
Total Stockholders’ Equity		30,823,086		79,268,764
Total Stockholders’ Equity (Deficit)						Total Stockholders’ Equity (Deficit)	23,453,923		27,012,445
Total Liabilities, Mezzanine equity and Stockholders’ Equity	Total Liabilities, Mezzanine equity and Stockholders’ Equity	$	47,199,194	$	96,477,390	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 September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Revenue	Revenue									Revenue	(As Restated) (1)		(As Restated) (1)		(As Restated) (1)		(As Restated) (1)
Products and services	Products and services	$	487,818	$	682,900	$	3,809,631	$	1,761,319	Products and services	$	1,068,029	$	766,516	$	3,321,813	$	1,078,419
Grants	Grants	65,869		480,104		416,816		1,182,047		Grants	233,698		214,814		350,947		701,943
Total revenue	Total revenue	553,687		1,163,004		4,226,447		2,943,366		Total revenue	1,301,727		981,330		3,672,760		1,780,362
Operating expenses	Operating expenses									Operating expenses
Cost of product and service revenue	Cost of product and service revenue	276,485		387,582		3,453,393		877,468		Cost of product and service revenue	1,034,596		362,658		3,176,908		489,886
Selling, general, and administrative	Selling, general, and administrative	7,163,673		6,599,490		22,925,745		16,352,021		Selling, general, and administrative	8,136,522		5,269,791		15,762,072		9,752,531
Research and development	Research and development	1,715,821		1,622,608		6,021,535		4,574,803		Research and development	2,170,139		1,689,245		4,305,714		2,952,195
Total operating expenses	Total operating expenses	9,155,979		8,609,680		32,400,673		21,804,292		Total operating expenses	11,341,257		7,321,694		23,244,694		13,194,612

Operating loss	Operating loss	(8,602,292)		(7,446,676)		(28,174,226)		(18,860,926)		Operating loss	(10,039,530)		(6,340,364)		(19,571,934)		(11,414,250)
Other income (expense)	Other income (expense)									Other income (expense)
Interest income (expense)	Interest income (expense)	39,150		3,220		47,553		(592,345)		Interest income (expense)	6,945		1,984		8,403		(595,565)
Write-off of deferred financing costs		—		—		(43,562,847)		—
Financing costs										Financing costs	—		(43,818,000)		—		(43,818,000)

Change in fair value of warrants liability	Change in fair value of warrants liability	170,000		557,000		854,000		627,228		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	Change in fair value of derivative liability	(40,245)		(12,179)		(19,309)		(12,179)		Change in fair value of derivative liability	(32,536)		—		20,936		—
Other, net	Other, net	89,222		(69,647)		81,455		321,914		Other, net	22,020		503,676		(7,767)		391,561
Total other income (expense), net		258,127		478,394		(42,599,148)		344,618
Total other (expense) income, net										Total other (expense) income, net	4,581,429		(46,809,570)		9,382,572		(47,097,404)
Loss before taxes	Loss before taxes	(8,344,165)		(6,968,282)		(70,773,374)		(18,516,308)		Loss before taxes	(5,458,101)		(53,149,934)		(10,189,362)		(58,511,654)
Income tax expense		—		—		—		1,000
Income tax (benefit) expense										Income tax (benefit) expense	—		1,000		—		1,000
Net loss	Net loss	$	(8,344,165)	$	(6,968,282)	$	(70,773,374)	$	(18,517,308)	Net loss	$	(5,458,101)	$	(53,150,934)	$	(10,189,362)	$	(58,512,654)
Less: Net loss attributable to non-controlling interests	Less: Net loss attributable to non-controlling interests	(168,985)		(130,837)		(2,380,821)		(130,837)		Less: Net loss attributable to non-controlling interests	(189,945)		—		(290,878)		—
Net loss attributable to Nuvve Holding Corp.	Net loss attributable to Nuvve Holding Corp.	$	(8,175,180)	$	(6,837,445)	$	(68,392,553)	$	(18,386,471)	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	Less: Preferred dividends on redeemable non-controlling interests	66,601		39,096		195,912		39,096		Less: Preferred dividends on redeemable non-controlling interests	65,296		—		129,311		—
Less: Accretion on redeemable non-controlling interests preferred shares	Less: Accretion on redeemable non-controlling interests preferred shares	161,466		100,039		484,398		100,039		Less: Accretion on redeemable non-controlling interests preferred shares	161,466		—		322,932		—
Net loss attributable to Nuvve common stockholders	Net loss attributable to Nuvve common stockholders	$	(8,403,247)	$	(6,976,580)	$	(69,072,863)	$	(18,525,606)	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	Net loss per share attributable to Nuvve common stockholders, basic and diluted	$	(0.38)	$	(0.37)	$	(3.46)	$	(1.16)	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	Weighted-average shares used in computing net loss per share attributable to Nuvve common stockholders, basic and diluted	21,952,882		18,627,978		19,972,016		15,931,466		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.~~CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


											Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended September 30,				Nine Months Ended September 30,					2022		2021		2022		2021
		2022		2021		2022		2021			(As Restated) (1)		(As Restated) (1)		(As Restated) (1)		(As Restated) (1)
Net loss	Net loss	$	(8,344,165)	$	(6,968,282)	$	(70,773,374)	$	(18,517,308)	Net loss	$	(5,458,101)	$	(53,150,934)	$	(10,189,362)	$	(58,512,654)
Other comprehensive (loss) income, net of taxes	Other comprehensive (loss) income, net of taxes									Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes	Foreign currency translation adjustments, net of taxes	(61,299)		51,179		(101,297)		147,782		Foreign currency translation adjustments, net of taxes	(26,314)		(20,146)		(39,998)		96,603
Total Comprehensive loss	Total Comprehensive loss	$	(8,405,464)	$	(6,917,103)	$	(70,874,671)	$	(18,369,526)	Total Comprehensive loss	$	(5,484,415)	$	(53,171,080)	$	(10,229,360)	$	(58,416,051)
Less: Comprehensive loss attributable to non-controlling interests	Less: Comprehensive loss attributable to non-controlling interests	(168,985)		(130,837)		(2,380,821)		(130,837)		Less: Comprehensive loss attributable to non-controlling interests	(189,945)		—		(290,878)		—
Comprehensive loss attributable to Nuvve Holding Corp.	Comprehensive loss attributable to Nuvve Holding Corp.	$	(8,236,479)	$	(6,786,266)	$	(68,493,850)	$	(18,238,689)	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	Less: Preferred dividends on redeemable non-controlling interests	(66,601)		(39,096)		(195,912)		(39,096)		Less: Preferred dividends on redeemable non-controlling interests	(65,296)		—		(129,311)		—
Less: Accretion on redeemable non-controlling interests preferred shares	Less: Accretion on redeemable non-controlling interests preferred shares	(161,466)		(100,039)		(484,398)		(100,039)		Less: Accretion on redeemable non-controlling interests preferred shares	(161,466)		—		(322,932)		—
Comprehensive loss attributable to Nuvve common stockholders	Comprehensive loss attributable to Nuvve common stockholders	$	(8,008,412)	$	(6,647,131)	$	(67,813,540)	$	(18,099,554)	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												Common Stock		Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Non-controlling Interests				Total
				Shares					Amount																			Shares						Amount				Non-controlling Interests				Total
Balances December 31, 2021	Balances December 31, 2021		18,861,130		$	1,888	$	127,138,504		$	113,446			$	(47,412,470)			$	(572,604)				79,268,764		Balances December 31, 2021						18,861,130			$	1,888					$	122,336,607						$	(2,501,633)			27,012,445
Exercise of stock options and vesting of restricted stock	Exercise of stock options and vesting of restricted stock		30,370		3		—			—		—				—				3			Exercise of stock options and vesting of restricted stock							30,370			3				—			—				—		—				3
Stock-based compensation	Stock-based compensation		—		—		1,455,641			—		—				—				1,455,641			Stock-based compensation							—			—				1,455,641			—				—		—				1,455,641

Currency translation adjustment	Currency translation adjustment		—		—		—			(13,684)		—				—				(13,684)			Currency translation adjustment							—			—				—			(13,684)				—		—				(13,684)
Preferred dividends - non-controlling interest	Preferred dividends - non-controlling interest		—		—		—			—		—				(64,015)				(64,015)			Preferred dividends - non-controlling interest							—			—				—			—				—		(64,015)				(64,015)
Accretion on redeemable non-controlling interests preferred shares	Accretion on redeemable non-controlling interests preferred shares		—		—		—			—		—				(161,466)				(161,466)			Accretion on redeemable non-controlling interests preferred shares							—			—				—			—				—		(161,466)				(161,466)

Net loss	Net loss		—		—		—			—		(8,973,328)				(100,933)				(9,074,261)			Net loss							—			—				—			—				(4,630,328)		(100,933)				(4,731,261)
Balances March 31, 2022	Balances March 31, 2022		18,891,500		1,891		128,594,145			99,762		(56,385,798)				(899,018)				71,410,982			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	Exercise of stock options and vesting of restricted stock options		360,018		50		173,575			—		—				—				173,625			Exercise of stock options and vesting of restricted stock options							360,018			50				173,575			—				—		—				173,625
Stock-based compensation	Stock-based compensation		—		—		1,640,055			—		—				—				1,640,055			Stock-based compensation							—			—				1,640,055			—				—		—				1,640,055
Proceeds from forward option put exercise	Proceeds from forward option put exercise		134,499		13		1,994,059			—		—				—				1,994,072			Proceeds from forward option put exercise							134,499			13				1,994,059			—				—		—				1,994,072
Proceeds from common stock offering, net of offering costs	Proceeds from common stock offering, net of offering costs		323,746		32		1,859,653			—		—				—				1,859,685			Proceeds from common stock offering, net of offering costs							323,746			32				1,859,653			—				—		—				1,859,685
Currency translation adjustment	Currency translation adjustment		—		—		—			(26,314)		—				—				(26,314)			Currency translation adjustment							—			—				—			(26,314)				—		—				(26,314)
Preferred dividends - non-controlling interest	Preferred dividends - non-controlling interest		—		—		—			—		—				(65,296)				(65,296)			Preferred dividends - non-controlling interest							—			—				—			—				—		(65,296)				(65,296)
Accretion on redeemable non-controlling interests preferred shares	Accretion on redeemable non-controlling interests preferred shares		—		—		—			—		—				(161,466)				(161,466)			Accretion on redeemable non-controlling interests preferred shares							—			—				—			—				—		(161,466)				(161,466)
Net loss	Net loss		—		—		—			—		(51,244,045)				(2,110,903)				(53,354,948)			Net loss							—			—				—			—				(5,268,156)		(189,945)				(5,458,101)
Balances June 30, 2022			19,709,763		1,986		134,261,487			73,448		(107,629,843)				(3,236,683)				23,470,395
Exercise of stock options and vesting of restricted stock options			(10,964)		(14)		35,717			—		—				—				35,703
Stock-based compensation			—		—		976,835			—		—				—				976,835

Proceeds from common stock offering, net of offering costs			469,136		47		1,903,764			—		—				—				1,903,811
Currency translation adjustment			—		—		—			(61,299)		—				—				(61,299)
Preferred dividends - non-controlling interest			—		—		—			—		—				(66,601)				(66,601)
Issuance of Common Shares related to Warrants			580,000		58		—			—		—				—				58
Proceeds from Direct Offering			2,150,000		215		13,069,600			—		—				—				13,069,815
Accretion on redeemable non-controlling interests preferred shares			—		—		—			—		—				(161,466)				(161,466)
Net loss			—		—		—			—		(8,175,180)				(168,985)				(8,344,165)
Balances September 30, 2022			22,897,935		$	2,292	$	150,247,403		$	12,149	$	(115,805,023)			$	(3,633,735)			$	30,823,086
Balances 6/30/2022 (As Restated) (1)																						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				Non-controlling Interests		Total		Series A Convertible Preferred Stock											Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit									Total
		Shares	Amount			Shares			Amount											Shares						Amount						Amount					Accumulated Deficit									Total
Balances Pre-IPO - 12/30/2020, as previously reported		16,789,088	$	1,679		26,162,122	$	2,616		$	19,650,659			$	(77,841)			$	(20,457,823)		$	—					$	(880,710)
Balances December 31, 2020, as previously reported																							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	Conversion of shares due to merger capitalization	(16,789,088)	(1,679)			(17,039,126)	(1,704)			3,383		—				—		—			—			Conversion of shares due to merger capitalization		(16,789,088)				(1,679)				(17,039,126)		(1,704)					3,383				—				—					—
Balances Post--IPO - 12/30/2020, as previously reported		—	—			9,122,996	912			19,654,042		(77,841)				(20,457,823)		—			(880,710)
Balances 12/31/2020, as adjusted																							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	Beneficial conversion feature - convertible debenture	—	—			—	—			427,796		—				—		—			427,796			Beneficial conversion feature - convertible debenture		—				—				—		—			427,796				—					—					427,796
Conversion of convertible debenture	Conversion of convertible debenture	—	—			544,178	54			3,999,381		—				—		—			3,999,435			Conversion of convertible debenture		—				—				544,178		54			3,999,381				—					—					3,999,435
Repurchase of common stock from EDF	Repurchase of common stock from EDF	—	—			(600,000)	(60)			(5,999,940)		—				—		—			(6,000,000)			Repurchase of common stock from EDF		—				—				(600,000)		(60)			(5,999,940)				—					—					(6,000,000)
Assumption of private warrant liability from Newborn	Assumption of private warrant liability from Newborn	—	—			—	—			(1,253,228)		—				—		—			(1,253,228)			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	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			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	Placement agent fee paid in common stock	—	—			208,532	21			2,085,299		—				—		—			2,085,320			Placement agent fee paid in common stock		—				—				208,532		21			2,085,299				—					—					2,085,320
PIPE offering, less issuance costs of $2,500	PIPE offering, less issuance costs of $2,500	—	—			1,425,000	143			14,247,357		—				—		—			14,247,500			PIPE offering, less issuance costs of $2,500		—				—				1,425,000		143			14,247,357				—					—					14,247,500
Notice of exercise of put option	Notice of exercise of put option	—	—			—	—			(2,000,000)		—				—		—			(2,000,000)			Notice of exercise of put option		—				—				—		—			(2,000,000)				—					—					(2,000,000)
Stock-based compensation	Stock-based compensation	—	—			—	—			262,105		—				—		—			262,105			Stock-based compensation		—				—				—		—			262,105				—					—					262,105
Currency translation adjustment	Currency translation adjustment	—	—			—	—			—		116,749				—		—			116,749			Currency translation adjustment		—				—				—		—			—				116,749					—					116,749
Net loss	Net loss	—	—			—	—			—		—				(5,361,720)		—			(5,361,720)			Net loss		—				—				—		—			—				—					(5,361,720)					(5,361,720)
Balances March 31, 2021	Balances March 31, 2021	—	—			18,761,124	1,876			83,173,369		38,908				(25,819,543)		—			57,394,610			Balances March 31, 2021		—				—				18,761,124		1,876			83,173,369				38,908					(25,819,543)					57,394,610
Additional merger recapitalization costs	Additional merger recapitalization costs	—	—			—	—			(265,736)		—				—		—			(265,736)			Additional merger recapitalization costs		—				—				—		—			(265,736)				—					—					(265,736)
Buyback of shares related to exercise of put option	Buyback of shares related to exercise of put option	—	—			(134,500)	(13)			13		—				—		—			—			Buyback of shares related to exercise of put option		—				—				(134,500)		(13)			13				—					—					—
Issuance of common shares	Issuance of common shares	—	—			—	—			—		—				—					—			Issuance of common shares		—				—				—		—			—				—					—					—
Issuance of warrants to Stonepeak and Evolve		—	—			—	—			30,234,000		—				—		—			30,234,000
Issuance of warrants to Stonepeak and Evolve (As Restated) (1)																							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	Issuance of options to purchase shares of common stock to Stonepeak and Evolve	—	—			—	—			12,584,000		—				—		—			12,584,000			Issuance of options to purchase shares of common stock to Stonepeak and Evolve		—				—				—		—			12,584,000				—					—					12,584,000
Stock-based compensation	Stock-based compensation	—	—			—	—			1,090,603		—				—		—			1,090,603			Stock-based compensation		—				—				—		—			1,090,603				—					—					1,090,603
Currency translation adjustment	Currency translation adjustment	—	—			—	—			—		(20,146)				—		—			(20,146)			Currency translation adjustment		—				—				—		—			—				(20,146)					—					(20,146)
Net loss		—	—			—	—			—		—				(6,187,306)		—			(6,187,306)
Net loss (As Restated) (1)																							Net loss (As Restated) (1)		—				—				—		—			—				—					(53,150,934)					(53,150,934)

Balances June 30, 2021		—	$	—		18,626,624	$	1,863		$	126,816,249	$	18,762			$	(32,006,849)	—			$	94,830,025
Exercise of stock options		—	—			7,913	2			18,323		—				—		—			18,325
Stock-based compensation		—	—			—	—			1,337,373		—				—		—			1,337,373
Stonepeak and Evolve warrants and option deferred commitment costs - amortization		—	—			—	—			(179,151)		—				—		—			(179,151)
Currency translation adjustment		—	—			—	—			—		51,179				—		—			51,179
Preferred dividends - non-controlling interest		—	—			—	—			—		—				—		(39,096)			(39,096)
Accretion on redeemable non-controlling interests preferred shares		—	—			—	—			—		—				—		(100,039)			(100,039)
Balances 6/30/2021 (As Restated) (1)																							Balances 6/30/2021 (As Restated) (1)		—				$	—			18,626,624		$	1,863		$	118,838,877			$	18,762				$	(78,970,477)				$	39,889,025

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

(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)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2022		2021
Operating activities	Operating activities					Operating activities	(Restated) (1)		(Restated) (1)
Net loss	Net loss	$	(70,773,374)	$	(18,517,308)	Net loss	$	(10,189,362)	$	(58,512,654)
Adjustments to reconcile to net loss to net cash used in operating activities	Adjustments to reconcile to net loss to net cash used in operating activities					Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization	Depreciation and amortization	211,220		122,352		Depreciation and amortization	137,755		81,874
Stock-based compensation		4,487,003		2,690,081
Write-off of deferred financing costs		43,562,847		—
Share-based compensation						Share-based compensation	3,357,859		1,352,708
Financing costs						Financing costs	—		43,818,000
Beneficial conversion feature on convertible debenture	Beneficial conversion feature on convertible debenture	—		427,796		Beneficial conversion feature on convertible debenture	—		427,796
Accretion of discount on convertible debenture	Accretion of discount on convertible debenture	—		116,147		Accretion of discount on convertible debenture	—		116,147
Change in fair value of warrants liability	Change in fair value of warrants liability	(854,000)		(627,228)		Change in fair value of warrants liability	(9,361,000)		3,075,400
Change in fair value of derivative liability	Change in fair value of derivative liability	19,309		—		Change in fair value of derivative liability	(20,936)		—
Loss on disposal of asset	Loss on disposal of asset	—		1,349		Loss on disposal of asset	—		1,381
Gain on extinguishment of PPP Loan	Gain on extinguishment of PPP Loan	—		(492,100)		Gain on extinguishment of PPP Loan	—		(492,100)
Noncash lease expense	Noncash lease expense	336,903		2,141		Noncash lease expense	283,251		(1,003)
Change in operating assets and liabilities	Change in operating assets and liabilities					Change in operating assets and liabilities
Accounts receivable	Accounts receivable	818,758		(99,963)		Accounts receivable	(74,278)		(139,140)
Inventory	Inventory	(649,809)		(5,126,698)		Inventory	322,156		(3,164,653)
Prepaid expenses and other assets	Prepaid expenses and other assets	(2,040,485)		(4,062,202)		Prepaid expenses and other assets	(1,462,221)		(2,209,159)
Accounts payable	Accounts payable	(4,070,611)		(240,200)		Accounts payable	(2,409,448)		330,890
Accrued expenses	Accrued expenses	443,491		2,260,833		Accrued expenses	(684,517)		1,595,165
Deferred revenue	Deferred revenue	324,660		66,493		Deferred revenue	79,576		305,922
Net cash used in operating activities	Net cash used in operating activities	(28,184,088)		(23,478,507)		Net cash used in operating activities	(20,021,165)		(13,413,426)
Investing activities	Investing activities					Investing activities
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	—		7,784		Proceeds from sale of property and equipment	—		7,969
Purchase of property and equipment	Purchase of property and equipment	(349,182)		—		Purchase of property and equipment	(317,225)		—
Investments	Investments	(1,000,000)		—		Investments	(1,000,000)		—

Net cash (used) provided in investing activities	Net cash (used) provided in investing activities	(1,349,182)		7,784		Net cash (used) provided in investing activities	(1,317,225)		7,969
Financing activities	Financing activities					Financing activities

Proceeds from Newborn Escrow Account	Proceeds from Newborn Escrow Account	—		58,184,461		Proceeds from Newborn Escrow Account	—		58,184,461
Redemption of Newborn shares	Redemption of Newborn shares	—		(18,629)		Redemption of Newborn shares	—		(18,629)
Issuance costs related to reverse recapitalization and PIPE offering	Issuance costs related to reverse recapitalization and PIPE offering	—		(3,970,657)		Issuance costs related to reverse recapitalization and PIPE offering	—		(3,970,657)
Proceeds from PIPE offering	Proceeds from PIPE offering	—		14,250,000		Proceeds from PIPE offering	—		14,250,000
Repayment of Newborn sponsor loans	Repayment of Newborn sponsor loans	—		(487,500)		Repayment of Newborn sponsor loans	—		(487,500)
Repurchase of common stock from EDF	Repurchase of common stock from EDF	—		(6,000,000)		Repurchase of common stock from EDF	—		(6,000,000)
Newborn cash acquired	Newborn cash acquired	—		50,206		Newborn cash acquired	—		50,206
Purchase of stock from investor	Purchase of stock from investor	—		(2,000,000)		Purchase of stock from investor	—		(2,000,000)
Payment of financing costs	Payment of financing costs	—		(1,000,000)		Payment of financing costs	—		(531,527)
Proceeds from forward option put exercise	Proceeds from forward option put exercise	1,994,073		—		Proceeds from forward option put exercise	1,994,073		—
Proceeds from exercise of pre-funded warrants related to Direct Offering		58		—
Proceeds from Direct Offering of common stock, net of offering costs		13,069,815		—
Proceeds from common stock offering, net of offering costs	Proceeds from common stock offering, net of offering costs	3,763,494		—		Proceeds from common stock offering, net of offering costs	1,859,685		—
Payment of finance lease obligations		(7,396)		(4,613)
Payment of finance lease Obligations						Payment of finance lease Obligations	(4,425)		(1,989)

Proceeds from exercise of stock options	Proceeds from exercise of stock options	209,280		18,325		Proceeds from exercise of stock options	173,575		—

Issuance of Preferred Stock		—		3,138,000

Net cash provided in financing activities		19,029,324		62,159,593

Net cash (used) provided in financing activities						Net cash (used) provided in financing activities	4,022,908		59,474,365
Effect of exchange rate on cash	Effect of exchange rate on cash	(121,218)		150,547		Effect of exchange rate on cash	(54,796)		98,193
Net (decrease) increase in cash and restricted cash		(10,625,164)		38,839,417
Net increase (decrease) in cash and restricted cash						Net increase (decrease) in cash and restricted cash	(17,370,278)		46,167,101
Cash and restricted cash at beginning of year	Cash and restricted cash at beginning of year	32,740,520		2,275,895		Cash and restricted cash at beginning of year	32,740,520		2,275,895
Cash and restricted cash at end of period	Cash and restricted cash at end of period	$	22,115,356	$	41,115,312	Cash and restricted cash at end of period	$	15,370,242	$	48,442,996

(1) See Note 2.						(1) See Note 2.

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


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

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

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

Forgiveness of PPP Loan	Forgiveness of PPP Loan	$	—	$	492,100	Forgiveness of PPP Loan	$	—	$	492,100
Issuance of Stonepeak and Evolve warrants	Issuance of Stonepeak and Evolve warrants	$	—	$	30,234,000	Issuance of Stonepeak and Evolve warrants	$	—	$	27,640,000
Issuance of Stonepeak and Evolve options	Issuance of Stonepeak and Evolve options	$	—	$	12,584,000	Issuance of Stonepeak and Evolve options	$	—	$	12,584,000
Transfer of Inventory to property and equipment	Transfer of Inventory to property and equipment	$	87,095	$	—	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 ~~Pennsylvania LLC.~~Co (Nuvve Japan). Nuvve Corp. has ~~four~~three wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, ~~(3) Nuvve KK (Nuvve Japan), a company registered in Japan,~~ and ~~(4)~~(3) Nuvve LTD, a company registered in United Kingdom. ~~Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark.~~ In March 2020, following the establishment of its investment in Dreev S.A.S. ~~("Dreev"~~('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 ~~vehicle-to-grid ("V2G") enabled Electric Vehicle ("EV")~~V2G-enabled EV fleet ~~deployments.~~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 ~~nine~~six months ended ~~September~~June 30, 2022, there were no significant updates made to the Company’s significant accounting policies.

Basis of Presentation

The accompanying unaudited (i) ~~unaudited~~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 ~~$115.8~~$102.8 million as of ~~September~~June 30, 2022. Nuvve incurred ~~net~~operating losses of approximately ~~$70.8~~$19.6 million as of the ~~nine~~six months ended ~~September~~June 30, 2022, and $27.2 million and $4.9 million for the years ended December 31, 2021, and 2020, respectively. Nuvve cash used in operations were $28.2 million as of the nine months ended September 30, 2022, and $29.2 million and $3.1$4.7 million for the years ended December 31, 2021, and 2020, respectively. As of ~~September~~June 30, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of ~~$21.6~~$14.9 million, ~~$31.0~~$23.4 million and ~~$30.8~~$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, ~~offers~~offer and ~~sells~~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 ~~nine~~six months ended ~~September~~June 30, 2022, the Company sold ~~792,882~~323,746 shares of common stock pursuant to the sales agreement at an average price of ~~$4.97~~$6.12 per share for aggregate net proceeds of approximately ~~$3.8 million,~~$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 ~~offering costs.~~approximately $1.9 million.

In July 2022, the Company ~~completed~~had a ~~registered~~ direct equity offering of its common stock. See Note 1119 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 ~~November 14,~~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 ~~unaudited condensed~~ 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. ~~There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows~~Actual results could be ~~higher~~different from management's estimates and should actual results be less favorable than ~~currently anticipated. Should this occur,~~these estimates management ~~believes that there are various cash saving measures that could be quickly implemented during this time period, including reductions in discretionary expenses related~~would ultimately need to ~~consultants, travel, personnel~~take corrective steps to improve future operating results and ~~personnel related costs. If necessary, management believes it can raise additional financing through~~ its at-the-market agreement. Although these measures are not expected to be used, and such actions could potentially harm the business, management believes that if necessary, the cash savings from these actions would allow the Company to continue as a going concern through November 14, 2023.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	$	30,234,000	$	(7,977,372)	$	22,256,628
Net Loss	$	(6,187,306)	$	(46,963,628)	$	(53,150,934)
Balance June 30, 2021	$	94,830,025	$	(54,941,000)	$	39,889,025





Net Loss	$	(9,074,261)	$	4,343,000	$	(4,731,261)
Balance March 31, 2022	$	71,410,982	$	(47,913,319)	$	23,497,663

Net Loss	$	(53,354,948)	$	47,896,847	$	(5,458,101)
Balance June 30, 2022	$	23,470,395	$	(16,472)	$	23,453,923


	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 Cash Flows	As Previously Reported		Adjustment		As Restated		As Previously Reported		Adjustment		As Restated
Operating activities
Net loss	$	(62,429,209)	$	52,239,847	$	(10,189,362)	$	(11,549,026)	$	(46,963,628)	$	(58,512,654)
Adjustments to reconcile to net loss to net cash used in operating activities


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











Net cash used in operating activities	$	(20,021,165)	$	—	$	(20,021,165)	$	(13,413,426)	$	—	$	(13,413,426)

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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 September 30, 2021.

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 ~~September~~June 30, 2022:

~~September~~June 30, 2022

Assets

Cash

~~27,879~~

~~Accounts receivable~~

~~74,480~~28,068

~~Prepaid expenses and other current assets~~

~~8,763~~

Total Assets

~~111,122~~28,068

Liabilities and Mezzanine Equity

~~Accounts payable~~

~~6,000~~

Accrued expenses

~~263,518~~$

212,071

~~Deferred revenue~~

~~74,480~~

Derivative liability - non-controlling redeemable preferred shares

~~531,257~~491,012

Total Liabilities

~~875,255~~703,083

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 ~~as mezzanine~~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)

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

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

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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, ~~lease incremental borrowing rate, derivative liability associated with redeemable preferred shares,~~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. In connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit to the landlord upon execution of the lease. The amount securing the letter of credit was recorded as restricted cash as of ~~September 30, 2022 and December 31, 2021.~~

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

Concentrations of Credit Risk

At ~~September~~June 30, 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 and ~~nine~~six months ended ~~September~~June 30, 2022 three and two customers accounted for ~~62.4%~~54.9% and ~~51.1%~~58.8% of revenue, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, 2021 ~~four~~two and three customers in aggregate accounted for ~~74.4%~~48.6% and ~~43.5% o~~56.4%f of revenue, respectively.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the three and ~~nine~~six months ended ~~September~~June 30, 2022, the Company's top five customers accounted for approximately ~~81.9%~~71.8% and ~~63.7%~~70.1%, respectively, of the Company’s total revenue. During the three and ~~nine~~six months ended ~~September~~June 30, 2021, the Company's top five customers accounted for approximately ~~79.7%~~68.3% and ~~59.4%~~71.0%, respectively, of the Company’s total revenue.

At ~~September~~June 30, 2022, ~~four~~two customers in aggregate accounted for ~~53.6%~~37.1% of accounts receivable. At December 31, 2021, two customers in aggregate accounted for 32.2% ~~for 32.2%~~ of a~~ccounts~~accounts receivable.

Approximately ~~61.5% and~~58.5% and 56.0% of the Company’s trade accounts receivable balance was with five customers at ~~September~~June 30, 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.

Revenue Recognition

Bill-and-hold arrangements - The Company occasionally ~~enters into~~enter a bill and hold arrangements in which some customers request that billed products that are ready for delivery be held at ~~the Company's~~our warehouse facility for them until shipment at a later date. In this instance, revenue is recognized when; 1) the risks of ownership, including title, have passed to the customer, 2) the product must be identified separately as belonging to the customer, 3) the product currently must be ready for physical transfer to the customer, and 4) the Company does not have the ability to use the product or to direct it to another customer.

~~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.

The Company recorded an impairment charge of $43.6 million during the nine months ended September 30, 2022. 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 V2G enabled EV fleet deployments of school buses through Levo. The Company impaired the deferred financing costs during the nine months ended September 30, 2022 primarily because it has 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 the Company's 2021 Form 10-K further describes the terms of the capital commitment with Stonepeak and Evolve.

Investments in Equity Securities Without Readily Determinable Fair Values

Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

In June 2022, the Company invested $1.0 million in Switch EV Ltd ("Switch"), a nonpublic entity incorporated and registered in the United Kingdom ~~through an advance subscription agreement~~ for a future equity ownership. Since Switch is a nonpublic entity, there is no readily determinable fair value. As of ~~September~~June 30, 2022, the Company’s investment in Switch was accounted for as an investment in equity securities without a readily determinable fair value subject to impairment. The Company did not recognize an impairment loss on its investment during the quarter ended ~~September~~June 30, 2022.

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.

1315

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 and ~~nine~~six months ended ~~September~~June 30:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Revenue recognized over time:	Revenue recognized over time:									Revenue recognized over time:
Services	Services	$	207,634	$	216,071	$	475,806	$	746,682	Services	$	73,522	$	363,366	$	268,172	$	530,611
Grants	Grants	65,869		480,104		416,816		1,182,047		Grants	233,698		214,814		350,947		701,943
Revenue recognized at point in time:
Products	Products	280,184		466,829		3,333,825		1,014,637		Products	994,507		403,150		3,053,641		547,808
Total revenue	Total revenue	$	553,687	$	1,163,004	$	4,226,447	$	2,943,366	Total revenue	$	1,301,727	$	981,330	$	3,672,760	$	1,780,362

The aggregate am~~ount~~amount of revenue for the Company’s existing contracts and grants with customers as of ~~September~~June 30, 2022 expected to be recognized in the future, and classified as deferred revenue on the condensed consolidated ~~balance sheet,~~Balance Sheet, for ~~year~~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 ~~three~~six months)	$	~~46,913~~138,399
Thereafter	~~967,239~~643,523
Total	$	~~1,014,152~~781,922

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 and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
United States	United States	$	434,544	$	825,868	$	3,788,521	$	2,230,495	United States	$	1,125,586	$	812,796	$	3,353,976	$	1,404,627
United Kingdom	United Kingdom	23,231		114,157		160,616		369,146		United Kingdom	99,995		113,703		137,385		254,989
Denmark	Denmark	95,912		222,979		277,310		343,725		Denmark	76,146		54,831		181,399		120,746
		$	553,687	$	1,163,004	$	4,226,447	$	2,943,366		$	1,301,727	$	981,330	$	3,672,760	$	1,780,362

The following table summarizes the Company’s long-lived assets in different geographic locations as of ~~September~~June 30, 2022 and December 31, 2021:


		September 30, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Long-lived assets:	Long-lived assets:					Long-lived assets:
United States	United States	$	1,882,909	$	1,811,607	United States	$	1,915,685	$	1,811,607
Denmark	Denmark	84,847		25,664		Denmark	20,827		25,664
		$	1,967,756	$	1,837,271		$	1,936,512	$	1,837,271

1416

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 ~~September~~June 30, 2022 ~~and September 30, 2021~~ 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 September 30, 2022		Total Gains (Losses) For The Three Months Ended September 30, 2022		Total Gains (Losses) For The Nine Months Ended September 30, 2022			Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at June 30, 2022		Total Gains (Losses) For The Three Months Ended June 30, 2022		Total Gains (Losses) For The Six Months Ended June 30, 2022
Recurring fair value measurements	Recurring fair value measurements													Recurring fair value measurements
Warrants liability		$	—	$	—	$	12,000	$	12,000	$	170,000	$	854,000
Private warrants														Private warrants	$	—	$	—	$	182,000	$	182,000	$	251,000	$	684,000
Stonepeak and Evolve unvested warrants														Stonepeak and Evolve unvested warrants	$	—	$	—	$	—	$	—	$	4,334,000	$	8,677,000
Derivative liability - non-controlling redeemable preferred shares	Derivative liability - non-controlling redeemable preferred shares	—		—		531,257		531,257		(40,245)		(19,309)		Derivative liability - non-controlling redeemable preferred shares	$	—	$	—	$	491,012	$	491,012	$	(32,536)	$	20,936
Total recurring fair value measurements	Total recurring fair value measurements	$	—	$	—	$	543,257	$	543,257	$	129,755	$	834,691	Total recurring fair value measurements	$	—	$	—	$	673,012	$	673,012	$	4,552,464	$	9,381,936


		Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at September 30, 2021		Total Gains (Losses) For The Three Months Ended September 30, 2021		Total Gains (Losses) For The Nine Months Ended September 30, 2021			Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs		Total at June 30, 2021		Total Gains (Losses) For The Three Months Ended June 30, 2021		Total Gains (Losses) For The Six Months Ended June 30, 2021
Recurring fair value measurements	Recurring fair value measurements													Recurring fair value measurements
Private warrants	Private warrants	$	—	$	—	$	626,000	$	626,000	$	557,000	$	627,228	Private warrants	$	—	$	—	$	1,183,000	$	1,183,000	$	(351,602)	$	70,228
Derivative liability - non-controlling redeemable preferred shares		—		—		509,785		509,785		(12,179)		(12,179)
Stonepeak and Evolve unvested warrants (As Restated) (1)														Stonepeak and Evolve unvested warrants (As Restated) (1)	$	—	$	—	$	11,123,000	$	11,123,000	$	(3,145,628)	$	(3,145,628)

Total recurring fair value measurements	Total recurring fair value measurements	$	—	$	—	$	1,135,785	$	1,135,785	$	544,821	$	615,049	Total recurring fair value measurements	$	—	$	—	$	12,306,000	$	12,306,000	$	(3,497,230)	$	(3,075,400)

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 and ~~nine~~six months ended ~~September~~June 30, 2022:


							Private Warrants		Stonepeak and Evolve unvested warrants		Non-controlling redeemable preferred shares - derivative liability
		Warrants Liability		Non-controlling redeemable preferred shares - derivative liability					(As Restated) (1)
Balance at December 31, 2021	Balance at December 31, 2021	$	866,000	$	511,948	Balance at December 31, 2021	$	866,000	$	8,677,000	$	511,948

Total (gains) losses for period included in earnings	Total (gains) losses for period included in earnings	(433,000)		(53,472)		Total (gains) losses for period included in earnings	(433,000)		(4,343,000)		(53,472)
Balance at March 31, 2022	Balance at March 31, 2022	433,000		458,476		Balance at March 31, 2022	433,000		4,334,000		458,476
Total (gains) losses for period included in earnings	Total (gains) losses for period included in earnings	(251,000)		32,536		Total (gains) losses for period included in earnings	(251,000)		(4,334,000)		32,536
Balance at June 30, 2022	Balance at June 30, 2022	182,000		491,012		Balance at June 30, 2022	$	182,000	$	—	$	491,012

Total (gains) losses for period included in earnings		(170,000)		40,245
Balance at September 30, 2022		$	12,000	$	531,257

The fair value of the level 3 Private Warrants was estimated at ~~September~~June 30, 2022 using the Black-Scholes model which used the following inputs: term of ~~3.47~~3.72 years, risk free rate of ~~4.2%~~3.0%, no dividends, volatility of ~~65.0%~~67.0%, and strike price of $11.50.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the level 3 Private Warrants was estimated at ~~September~~June 30, 2021 using the Black-Scholes model which used the following inputs: term of ~~4.50~~4.72 years, risk free rate of ~~0.90%~~0.80%, no dividends, volatility of ~~54.0%~~88.0%, and strike price of $11.50.

The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) Stonepeak and Evolve unvested warrants at June 30, 2022 :


	Series C Unvested Warrants	Series D Unvested Warrants	Series E Unvested Warrants	Series F Unvested Warrants
Fair value (in millions)	$—	$—	$—	$—
Valuation methodology	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes
Term (years)	8.90	8.90	8.90	8.90
Risk free rate	3.0%	3.0%	3.0%	3.0%
Exercise price	$15.0	$20.0	$30.0	$40.0

Volatility	56.0%	56.0%	56.0%	56.0%
Capital expenditure forecast (in millions)	$125.0	$250.0	$375.0	$500.0
Probability of warrants vesting (a)	—%	—%	—%	—%

__________________

(a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates. The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants.


	Series C Unvested Warrants	Series D Unvested Warrants	Series E Unvested Warrants	Series F Unvested Warrants
Fair value (in millions)	$3.8	$3.1	$2.4	$1.9
Valuation methodology	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes	Monte Carlo Simulation & Black Scholes
Term (years)	9.90	9.90	9.90	9.90
Risk free rate	1.4%	1.4%	1.4%	1.4%
Exercise price	$15.0	$20.0	$30.0	$40.0

Volatility	55.0%	55.0%	55.0%	55.0%
Capital expenditure forecast (in millions)	$125.0	$250.0	$375.0	$500.0
Probability of warrants vesting	97.1%	88.2%	78.8%	70.4%

The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at ~~September~~June 30, 2022 using the Monte Carlo Simulation model which used the following inputs: terms range from ~~1.84~~2.09 years years to 7.0 years, risk free rate of ~~4.0%~~3.0%, no dividends, volatility of ~~59.0%~~57.0% and probability of redemptions triggered of 75.0%.

~~The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at September 30, 2021 using the Monte Carlo Simulation model~~ ~~which used the following inputs: terms range from 3.00 years to 7.0 years, risk free rate of 1.0%, no dividends, volatility of 51.0% and probability of redemptions triggered of 65.0%.~~

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

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 aan 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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

The following table ~~displays~~display the fair value of derivatives by balance sheet line item at ~~September~~June 30, 2022 and December 31, 2021:


		September 30, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Other long term liabilities:	Other long term liabilities:					Other long term liabilities:
Derivative liability - non-controlling redeemable preferred shares	Derivative liability - non-controlling redeemable preferred shares	$	531,257	$	511,948	Derivative liability - non-controlling redeemable preferred shares	$	491,012	$	511,948

Note 6 – Investments

The Company accounts for its 13% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment. 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 and ~~nine~~six months ended ~~September~~June 30, 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.

In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $1.0 million in Switch, a nonpublic entity incorporated and registered in the United Kingdom ~~through an advance subscription agreement~~ for a future equity ownership expected be more or less than 5% subject to final valuations. Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or IPO, or dissolution event. The Company is expected to account for the investment as an investment in equity securities without a readily determinable fair value subject to impairment. The Company and Switch ~~intend~~intends to collaborate in the future to integrate technologies for the advancement of V2G.

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

Note 7 – Account Receivables, Net

The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at ~~September~~June 30, 2022 and December 31, 2021:


			September 30, 2022		December 31, 2021				June 30, 2022		December 31, 2021

Trade receivables	Trade receivables		$	1,097,049	$	1,949,896	Trade receivables		$	2,021,844	$	1,949,896

Less: allowance for doubtful accounts	Less: allowance for doubtful accounts		(33,146)		(63,188)		Less: allowance for doubtful accounts		(63,188)		(63,188)

		Accounts receivable, net	$	1,063,903	$	1,886,708		Accounts receivable, net	$	1,958,656	$	1,886,708

Allowance for doubtful accounts:	Allowance for doubtful accounts:						Allowance for doubtful accounts:

		Balance December 31, 2021	$	(63,188)				Balance December 31, 2021	$	(63,188)
		Provision	—					Provision	—
		Write-off	30,042					Write-off	—
		Recoveries	—					Recoveries	—
		Balance September 30, 2022	$	(33,146)				Balance June 30, 2022	$	(63,188)

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 8 – Inventories

The following table summarizes the Company’s inventories balance by category:


		September 30, 2022		December 31, 2021			June 30, 2022		December 31, 2021
DC Chargers	DC Chargers	$	9,651,152	$	7,687,598	DC Chargers	$	8,852,624	$	7,687,598
AC Chargers	AC Chargers	172,654		232,920		AC Chargers	214,486		232,920
Vehicles - School Buses (1)	Vehicles - School Buses (1)	1,620,000		3,180,000		Vehicles - School Buses (1)	1,620,000		3,180,000
Others	Others	324,190		17,670		Others	108,922		17,670
Total	Total	$	11,767,996	$	11,118,188	Total	$	10,796,032	$	11,118,188

__________________

(1)As of ~~September~~June 30, 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. Five school buses were sold during first quarter ended March 31, 2022.

Note 9 – Property, Plant and Equipment

The following table summarizes the Company’s property, plant and equipment balance at ~~September~~June 30, 2022 and December 31, 2021:


		September 30, 2022		December 31, 2021			June 30, 2022		December 31, 2021

Computers & Servers	Computers & Servers	$	129,004	$	105,499	Computers & Servers	$	126,931	$	105,499
Vehicles	Vehicles	187,812		168,862		Vehicles	168,862		168,862

Office furniture and equipment	Office furniture and equipment	326,613		161,771		Office furniture and equipment	332,007		161,771
Others	Others	147,936		6,050		Others	131,607		6,050
Total	Total	791,365		442,182		Total	759,407		442,182
Less: Accumulated Depreciation	Less: Accumulated Depreciation	(200,108)		(85,988)		Less: Accumulated Depreciation	(158,861)		(85,988)
Property, plant and equipment, net	Property, plant and equipment, net	$	591,257	$	356,194	Property, plant and equipment, net	$	600,546	$	356,194

		September 30, 2022		September 30, 2021			June 30, 2022		June 30, 2021

Depreciation expense	Depreciation expense	$	108,277	$	17,786	Depreciation expense	$	62,265	$	12,147

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

Note 10 – Intangible Assets

At both ~~September~~June 30, 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 ~~September~~June 30, 2022 and 2021, respectively. Amortization expense of intangible assets was ~~$104,578~~$69,720 each for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, respectively. Accumulated amortization totaled $~~715,058~~680,200 and $610,480 at ~~September~~June 30, 2022 and December 31, 2021, respectively.

The net amount of intangible assets of ~~$1,376,499~~$1,411,358 at ~~September~~June 30, 2022, will be amortized over the weighted average remaining life of ~~10.2~~10.4 years.

Total estimated future amortization expense is as follows:


2022 (remaining three months)		$	34,859
2022 (remaining six months)				2022 (remaining six months)	$	69,719
2023	2023	139,437		2023	139,437
2024	2024	139,437		2024	139,437
2025	2025	139,437		2025	139,437
2026	2026	139,437		2026	139,437
Thereafter	Thereafter	783,892		Thereafter	783,891
		$	1,376,499		$	1,411,358

1820

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Stockholders’ Equity

As of ~~September~~June 30, 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.

Shelf Registration and At the Market Offering

On April 25, 2022, the Company filed a shelf registration statement with the SEC which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement.

On May 5, 2022, the Company entered into an at-the-market offering agreement, ~~("Sales Agreement"),~~ with Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC (the "Agent"). From time to time during the term of the Sales Agreement, the Company may offer and sell shares of common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. The Agents will collect a fee equal to 3% of the gross sales price of all shares of common stock sold. Shares of common stock sold under the Sales Agreement are offered and sold pursuant to our shelf registration statement ~~described~~describe above. During the ~~nine~~six months ended ~~September~~June 30, 2022, the Company sold ~~792,882~~323,746 shares of common stock pursuant to the Sales Agreement at an average price of ~~$4.97~~$6.12 per share for aggregate net proceeds of approximately ~~$3.8~~$1.9 million.

~~Securities Purchase Agreement, Pre-Funded Warrants and Warrants~~

On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 2,150,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants to purchase an aggregate of 1,850,000 shares of Common Stock (the “Pre-Funded Warrants”), and warrants (the “Warrants”) to purchase an aggregate of 4,000,000 shares of Common Stock in a registered direct offering (the “Offering”). The offering closed on July 29, 2022.

The offering price for the Shares, and accompanying Warrants, was $3.50 per Share and the offering price for the Pre-Funded Warrants, and accompanying was $3.4999 per Pre-Funded Warrant, which represents the per Share public offering price less $0.0001 per share exercise price for each Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Warrants have an exercise price of $3.75 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each Warrant is exercisable for one share of Common Stock. The Warrants are exercisable beginning six months from the date of issuance and the Pre-Funded Warrants are be exercisable immediately upon issuance. The Pre-Funded Warrants terminate when fully exercised and the Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the Offering were approximately ~~$14.0 million~~ ~~and net proceeds were approximately~~ ~~$13.1 million~~, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

~~Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the Offering.~~

The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-264462), as previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

~~Placement Agency Agreement~~

In connection with the Offering, the Company also entered into a placement agency agreement with the Placement Agent. Pursuant to the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0% of the gross proceeds received by the Company in the Offering in the form of cash.

Warrants - Stonepeak and Evolve

On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve a ten ~~year~~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:~~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 vested warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the vested warrants are indexed to the Company’s common stock and meet the conditions for equity ~~classification, and deferred financing costs.~~classification. The ~~carrying amount~~unvested warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of ~~the deferred financing costs is reduced~~operations, as the ~~commitment amount is funded, and~~unvested warrants are deemed not to be indexed to the ~~reduction amount is charged to additional-paid-in capital. As of September 30, 2022, the commitment funded of$3.2 million has reduced the deferred financing costs, and charged to additional-paid-in capital.~~ ~~Additionally, as of September 30, 2022, the Company recorded an impairment charge of the carrying value on the balance sheet of $31.0 million.~~Company’s common stock. See Note 24 for ~~details.~~details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations.

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.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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.

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at ~~September~~June 30, 2022 (there were no warrants outstanding at December 31, 2021):


		Number of Warrants	Number of Warrants Exercised	Number of Warrants Exercisable	Exercise Price	Expiration Date		Number of Warrants	Number of Warrants Exercisable	Exercise Price	Expiration Date
Public Warrants	Public Warrants	2,875,000	—	2,875,000	$11.50	March 19, 2026	Public Warrants	2,875,000	2,875,000	$11.50	March 19, 2026
Private Warrants	Private Warrants	136,250	—	136,250	$11.50	March 19, 2026	Private Warrants	136,250	136,250	$11.50	March 19, 2026
PIPE Warrants	PIPE Warrants	1,353,750	—	1,353,750	$11.50	March 19, 2026	PIPE Warrants	1,353,750	1,353,750	$11.50	March 19, 2026
Stonepeak/Evolve Warrants - series B	Stonepeak/Evolve Warrants - series B	2,000,000	—	2,000,000	$10.00	May 17, 2031	Stonepeak/Evolve Warrants - series B	2,000,000	2,000,000	$10.00	May 17, 2031
Stonepeak/Evolve Warrants - series C	Stonepeak/Evolve Warrants - series C	1,000,000	—	500,000	$15.00	May 17, 2031	Stonepeak/Evolve Warrants - series C	1,000,000	500,000	$15.00	May 17, 2031
Stonepeak/Evolve Warrants - series D	Stonepeak/Evolve Warrants - series D	1,000,000	—	500,000	$20.00	May 17, 2031	Stonepeak/Evolve Warrants - series D	1,000,000	500,000	$20.00	May 17, 2031
Stonepeak/Evolve Warrants - series E	Stonepeak/Evolve Warrants - series E	1,000,000	—	500,000	$30.00	May 17, 2031	Stonepeak/Evolve Warrants - series E	1,000,000	500,000	$30.00	May 17, 2031
Stonepeak/Evolve Warrants - series F	Stonepeak/Evolve Warrants - series F	1,000,000	—	500,000	$40.00	May 17, 2031	Stonepeak/Evolve Warrants - series F	1,000,000	500,000	$40.00	May 17, 2031
Institutional/Accredited Investor Pre-Funded Warrants		1,850,000	580,000	1,270,000	$0.0001	Until Exercised in Full
Institutional/Accredited Investor Warrants		4,000,000	—	4,000,000	$3.75	July 29, 2027
		16,215,000		13,635,000				10,365,000	8,365,000

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 ~~September~~June 30, 2022 in the amount of ~~$12,000~~$182,000 and the change in the fair value of the Private Warrants for the three and ~~nine~~six months ended ~~September~~June 30, 2022 of is reflected as a gain of ~~$170,000~~$251,000 and ~~$854,000,~~$684,000, respectively, in the condensed consolidated statement of operations. The Private Warrant is reflected as a liability in the condensed consolidated balance sheet as of September 30, 2021 in the amount of $626,000 and the change in the fair value of the Private Warrant for the three and nine months ended September 30, 2021 of is reflected as a gain of $557,000 and a gain of $627,228, respectively, 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.

2122

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Securities Purchase Agreement

On May 17, 2021, in connection with the signing of the Letter Agreement, 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.~~ ~~As of September 30, 2022, the Company recorded an impairment charge of the carrying value on the balance sheet of $12.6 million. See~~ ~~Note 2~~ ~~for details.~~classification.

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.

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 ~~September~~June 30, 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 ~~September~~June 30, 2022, a total of ~~853,061~~1,262,865 shares of common stock remained available for future issuance under the 2020 Plan.

Stock-based compensation expense ~~recognized in selling, general, and administrative, and research and development~~ for the three and ~~nine~~six months ended ~~September~~June 30 are as ~~follows:~~follows


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Options	Options	$	633,883	$	778,922	$	2,004,641	$	1,841,930	Options	$	548,652	$	810,738	$	1,370,758	$	1,063,008
Restricted stock	Restricted stock	377,790		537,693		2,178,883		805,665		Restricted stock	1,187,254		258,137		1,801,093		267,972
Total	Total	$	1,011,673	$	1,316,615	$	4,183,524	$	2,647,595	Total	$	1,735,906	$	1,068,875	$	3,171,851	$	1,330,980

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the ~~nine~~six months ended ~~September~~June 30, 2022 for the 2010 Plan and the 2020 Plan.


		2010 Plan		2020 Plan			2010 Plan		2020 Plan
Expected life of options (in years) (1)	Expected life of options (in years) (1)	6.1		6.1		Expected life of options (in years) (1)	6.1		6.1
Dividend yield (2)	Dividend yield (2)	0	%	0	%	Dividend yield (2)	0	%	0	%
Risk-free interest rate (3)	Risk-free interest rate (3)	2.94	%	2.54	%	Risk-free interest rate (3)	2.00	%	2.00	%
Volatility (4)	Volatility (4)	57.0	%	55.8	%	Volatility (4)	54.1	%	54.1	%

__________________

(1)The expected life of options is the average of the contractual term of the options and the vesting period.

~~NUVVE HOLDING CORP. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)~~

(2)No cash dividends have been declared on the Company’s common stock since the Company’s inception, and the Company currently does not anticipate declaring or paying cash dividends over the expected life of the options.

(3)The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4)Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.

The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to Reverse Recapitalization, for the ~~nine~~six months ended ~~September~~June 30, 2022:


		Shares	Weighted- Average Exercise Price per Share($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)		Shares	Weighted- Average Exercise Price per Share($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2021	Outstanding - December 31, 2021	1,035,035	3.21	5.90	5,688,201	Outstanding - December 31, 2021	1,035,035	3.21	5.90	5,688,201
Granted	Granted	—	—	—	—	Granted	—	—	—	—
Exercised	Exercised	(59,729)	2.09	—	—	Exercised	(42,729)	2.42	—	—
Forfeited	Forfeited	(44,030)	7.49	—	—	Forfeited	(36,065)	7.61	—	—
Expired/Cancelled	Expired/Cancelled	(19,249)	6.68	—	—	Expired/Cancelled	(5,310)	1.37	—	—
Outstanding - September 30, 2022		912,027	3.16	5.59	80,968
Outstanding - June 30, 2022						Outstanding - June 30, 2022	950,931	3.09	5.24	2,264,735

Options Exercisable at September 30, 2022		824,446	2.54	4.51	80,968
Option Vested at September 30, 2022		823,915	2.54	4.51	80,968
Options Exercisable at June 30, 2022						Options Exercisable at June 30, 2022	836,687	2.52	4.84	2,257,456
Option Vested at June 30, 2022						Option Vested at June 30, 2022	836,687	2.52	4.84	2,257,456

The weighted-average grant-date fair value of options granted during the ~~nine~~six months ended ~~September~~June 30, 2022 was zero.

The following is a summary of the stock option activity under the 2020 Plan for the ~~nine~~six months ended ~~September~~June 30, 2022:


		Shares	Weighted- Average Exercise Price per Share ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)		Shares	Weighted- Average Exercise Price per Share ($)	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value($)
Outstanding - December 31, 2021	Outstanding - December 31, 2021	1,602,850	13.18	9.27	46,920	Outstanding - December 31, 2021	1,602,850	13.18	9.27	46,920
Granted	Granted	281,100	5.25	9.92	—	Granted	121,100	6.87	9.86	—
Exercised	Exercised	—	—	—	—	Exercised	—	—	—	—
Forfeited	Forfeited	(201,388)	10.29	—	—	Forfeited	(128,450)	10.18	—	—
Expired/Cancelled	Expired/Cancelled	(1,250)	8.25	—	—	Expired/Cancelled	(1,250)	8.25	—	—
Outstanding - September 30, 2022		1,681,312	12.10	8.67	—
Outstanding - June 30, 2022						Outstanding - June 30, 2022	1,594,250	12.84	8.83	—

Options Exercisable at September 30, 2022		519,932	13.36	8.47	—
Option Vested at September 30, 2022		519,932	13.38	8.47	—
Options Exercisable at June 30, 2022						Options Exercisable at June 30, 2022	422,327	13.38	8.74	—
Option Vested at June 30, 2022						Option Vested at June 30, 2022	422,327	13.38	8.74	—

The weighted-average grant-date fair value of options granted during the ~~nine~~six months ended ~~September~~June 30, 2022 was ~~$2.82.~~$3.55.

During the year ended December 31, 2021 1,640,000 options were modified to lower the exercise price by $0.60 per share, which ~~resulted~~will result in $246,000 of incremental compensation cost to be recognized over the remaining vesting period. The amount of additional compensation expense for the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~was~~w ~~$16,791~~ere $25,459 and ~~$55,307,~~$45,158, respectively. The amount of additional compensation expense for the three and ~~nine~~six months ended ~~September~~June 30, 2021, ~~was $20,758 and 42,486, respectively.~~were $21,728 for both periods.

2324

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Other Information:


		Nine Months Ended September 30,						Six Months Ended June 30,
		2022		2021				2022		2021
Amount received from option exercised	Amount received from option exercised	$	209,280	$	18,325		Amount received from option exercised	$	173,575	$	—

		September 30, 2022				Weighted average remaining recognition period		June 30, 2022				Weighted average remaining recognition period
Total unrecognized options compensation costs	Total unrecognized options compensation costs	$	7,083,318			2.69	Total unrecognized options compensation costs	$	7,767,742			2.80

No amounts relating to the Plan have been capitalized. Compensation cost is recognized over the requisite service period based on the fair value of the options.

A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2021, and changes during the ~~nine~~six months ended ~~September~~June 30, 2022, is presented below:


		Shares	Weighted- Average Grant Date Fair Value($)		Shares	Weighted- Average Grant Date Fair Value($)
Nonvested at December 31, 2021	Nonvested at December 31, 2021	353,817	11.00	Nonvested at December 31, 2021	353,817	11.00
Granted	Granted	358,113	4.61	Granted	134,575	6.16
Vested/Release	Vested/Release	(204,936)	11.19	Vested/Release	(202,141)	11.15
Cancelled/Forfeited	Cancelled/Forfeited	(22,456)	8.72	Cancelled/Forfeited	(6,294)	9.93
Nonvested and Outstanding at September 30, 2022		484,538	6.30
Nonvested and Outstanding at June 30, 2022				Nonvested and Outstanding at June 30, 2022	279,957	8.60

As of ~~September~~June 30, 2022, there was ~~$2,321,733~~$1,668,498 of total unrecognized compensation cost related to nonvested restricted stock. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately ~~1.3~~1.9 years.

2425

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 13 – Income Taxes


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021				2022			2021			2022			2021
Income tax expense		$	—		$	—		$	—		$	1,000
Income tax (benefit) expense														Income tax (benefit) expense	$	—		$	1,000		$	—		$	1,000
Effective tax rate	Effective tax rate	0.0		%	0.0		%	0.0		%	0.0		%	Effective tax rate	0.0		%	0.0		%	0.0		%	0.0		%

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The effective tax rate differed from the U.S. federal statutory tax rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. The Company currently has a full valuation allowance against its deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the ~~nine~~six months ended ~~September~~June 30, 2022, there was no material change from the year ended December 31, 2021 in the amount of the Company’s deferred tax assets that are not considered to be more likely than not to be realized in future years.

2526

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 14 – Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021:


											Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended September 30,				Nine Months Ended September 30,					2022		2021		2022		2021
		2022		2021		2022		2021
Net loss attributable to Nuvve common stockholders	Net loss attributable to Nuvve common stockholders	$	(8,403,247)	$	(6,976,580)	$	(69,072,863)	$	(18,525,606)	Net loss attributable to Nuvve common stockholders	$	(5,494,918)	$	(53,150,934)	$	(10,350,727)	$	(58,512,654)
Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted	Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted	21,952,882		18,627,978		19,972,016		15,931,466		Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted	19,064,854		18,668,009		18,965,167		14,560,862
Net Loss per share attributable to Nuvve common stockholders, basic and diluted	Net Loss per share attributable to Nuvve common stockholders, basic and diluted	$	(0.38)	$	(0.37)	$	(3.46)	$	(1.16)	Net Loss per share attributable to Nuvve common stockholders, basic and diluted	$	(0.29)	$	(2.85)	$	(0.55)	$	(4.02)

The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2022	2021	2022	2021
Stock options issued and outstanding	Stock options issued and outstanding	2,649,652	2,890,564	2,624,818	2,342,967	Stock options issued and outstanding	2,688,173	2,505,711	2,858,756	1,792,556
Nonvested restricted stock issued and outstanding	Nonvested restricted stock issued and outstanding	1,117,868	832,757	952,068	667,297	Nonvested restricted stock issued and outstanding	869,945	677,543	867,793	582,148
Public warrants	Public warrants	2,875,000	2,875,000	2,875,000	2,061,121	Public warrants	2,875,000	2,875,000	2,875,000	1,627,060
Private warrants	Private warrants	136,250	136,250	136,250	97,679	Private warrants	136,250	136,250	136,250	77,109
PIPE warrants	PIPE warrants	1,353,750	1,353,750	1,353,750	970,519	PIPE warrants	1,353,750	1,353,750	1,353,750	766,133
Stonepeak and Evolve warrants	Stonepeak and Evolve warrants	6,000,000	6,000,000	6,000,000	3,000,000	Stonepeak and Evolve warrants	6,000,000	2,901,099	6,000,000	1,450,549
Stonepeak and Evolve options	Stonepeak and Evolve options	5,000,000	5,000,000	5,000,000	2,500,000	Stonepeak and Evolve options	5,000,000	2,417,582	5,000,000	1,208,791
Institutional/Accredited Investor Pre-Funded Warrants		869,674	—	293,077	—
Institutional/Accredited Investor Warrants		2,739,130	—	923,077	—

Total	Total	22,741,324	19,088,321	20,158,040	11,639,583	Total	18,923,118	12,866,935	19,091,549	7,504,346

Note 15 – Related Parties

As described in Note 6, the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests.

During the three and ~~nine~~six months ended ~~September~~June 30, 2022 the Company recognized revenue of zero and $28,000, respectively, from an entity that is an investor in the Company. During the three and ~~nine~~six months ended ~~September~~June 30, 2021, the Company recognized ~~revenue~~revenue of ~~zero~~$252,000 and $399,620, respectively, from an entity that is an investor in the Company. The Company had a balance of accounts receivable of zero at ~~both September~~June 30, 2022 ~~and~~ ~~December 31, 2021~~ from the same entity that is an investor in the Company.

Equity Forward Purchase

Pursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000. As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer had fulfilled their obligations and had purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $14.87 per share or a total of approximately $2,000,000.

2627

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 16 – Leases

The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2026 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties.

The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs.

On November 3, 2021, the Company entered into an amendment of its Main Office Lease to include an additional 4,811 rentable square feet in the suite adjoining its main office facilities in San Diego, California. The lease term will run concurrently with the main office lease which commenced in December 2021. The lease terms include 3% annual fixed increases in the base rental payment. The lease also requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced on April 15, 2022, and the Company will receive two months of rental abatement to the base rent.

~~In July 2022, the Company~~ entered into a lease agreement in Westland, Michigan for 10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories. The term of the lease is 36 months with a fixed rent of $5,625 per month. There is an option to renew the lease for an additional 36 months, however it is not reasonably certain the Company will exercise the renewal. There is no option to purchase the premises at lease termination.

Supplemental unaudited consolidated balance sheet information related to leases is as follows:

Classification

~~September~~June 30, 2022

Operating lease assets

Right-of-use operating lease assets

~~5,418,912~~5,195,474

Finance lease assets

Property, plant and equipment, net

~~18,187~~20,827

Total lease assets

~~5,437,099~~5,216,301

Operating lease liabilities - current

~~708,441~~455,064

Operating lease liabilities - noncurrent

~~5,225,555~~5,053,219

Finance lease liabilities - current

Other liabilities - current

~~6,569~~7,022

Finance lease liabilities - noncurrent

Other long-term liabilities

~~13,013~~15,120

Total lease liabilities

~~5,953,578~~5,530,425

The components of lease expense are as follows:


			Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,				Three Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,		Six Months Ended June 30,
		Classification	2022		2021		2022		2021			Classification	2022		2021		2022		2021

Operating lease expense	Operating lease expense	Selling, general and administrative	$	241,852	$	44,952	$	582,449	$	136,779	Operating lease expense	Selling, general and administrative	$	164,076	$	33,396	$	340,597	$	91,827
Finance lease expense:	Finance lease expense:										Finance lease expense:
Amortization of finance lease assets	Amortization of finance lease assets	Selling, general and administrative	1,413		1,536		8,804		3,073		Amortization of finance lease assets	Selling, general and administrative	1,451		2,190		7,391		2,190
Interest on finance lease liabilities	Interest on finance lease liabilities	Interest expense	553		729		1,791		1,487		Interest on finance lease liabilities	Interest expense	599		510		1,238		510
Total lease expense	Total lease expense		$	243,818	$	47,217	$	593,044	$	141,339	Total lease expense		$	166,126	$	36,096	$	349,226	$	94,527

2728

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


		Operating Lease		Finance Lease			Operating Lease		Finance Lease
Maturities of lease liabilities are as follows:	Maturities of lease liabilities are as follows:	September 30, 2022		September 30, 2022		Maturities of lease liabilities are as follows:	June 30, 2022		June 30, 2022
2022	2022	$	135,103	$	1,642	2022	$	127,621	$	3,511
2023	2023	860,418		6,569		2023	792,918		7,022
2024	2024	892,212		6,569		2024	824,712		7,022
2025	2025	893,046		6,569		2025	822,352		7,022
2026	2026	921,273		—		2026	847,022		—
Thereafter	Thereafter	4,745,237		1,642		Thereafter	4,631,866		1,755
Total lease payments	Total lease payments	8,447,289		22,991		Total lease payments	8,046,491		26,332
Less: interest	Less: interest	(2,513,293)		(3,409)		Less: interest	(2,538,208)		(4,190)
Total lease obligations	Total lease obligations	$	5,933,996	$	19,582	Total lease obligations	$	5,508,283	$	22,142

Lease term and discount rate:
September 30, 2022 September 30, 2021
Weighted-average remaining lease terms (in years):
Operating lease 9.3 0
Finance lease 3.5 4.5
Weighted-average discount rate:
Operating lease 7.8% 10.0%
Finance lease 7.8% 10.0%


						June 30, 2022
Weighted-average remaining lease terms (in years):
Operating lease						9.5
Finance lease						3.8

Weighted-average discount rate:
Operating lease						7.8%
Finance lease						7.8%

Other Information:


		Nine Months Ended September 30,		Nine Months Ended September 30,			Six Months Ended June 30,		Six Months Ended June 30,
		2022		2021			2022		2021
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases		$	111,391	$	100,292
Operating cash flows - finance leases		$	1,791	$	1,487
Financing cash flows - finance leases		$	7,396	$	4,613
Operating cash flows from operating leases						Operating cash flows from operating leases	$	80,869	$	94,818
Operating cash flows from finance leases						Operating cash flows from finance leases	$	1,238	$	510
Financing cash flows from finance leases						Financing cash flows from finance leases	$	4,425	$	1,989

Leased assets obtained in exchange for new finance lease liabilities	Leased assets obtained in exchange for new finance lease liabilities	$	18,187	$	27,656	Leased assets obtained in exchange for new finance lease liabilities	$	20,827	$	29,977
Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	$	—	$	—	Leased assets obtained in exchange for new operating lease liabilities	$	—	$	—

Sublease

In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease athe Company's portion of the ~~Company's~~ 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ~~ranging from~~of $2,250 ~~to $14,500~~ per month. The sublease has no option for renewal or extension at the end of the sublease term.

Sublease income are as follows:

Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
Classification 2022 2021 2022 2021
Sublease lease income Other, net $ 64,750 $ — $ 84,875 $ —


		Three Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,		Six Months Ended June 30,
	Classification	2022		2021		2022		2021

Sublease lease income	Other, net	$	20,125	$	—	$	20,125	$	—

2829

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 17 – Commitments and Contingencies

(a) Legal Matters

The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.

On November 2, 2022, the Company received a demand for arbitration from one of its major supplier of DC Chargers, in connection with a dispute over certain purchase orders. See "Note 17(e) Purchase Commitments" to these unaudited condensed consolidated financial statements, and "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources--Purchase Commitments" for further details.

(b) Research Agreement

Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $400,000 annually in equal quarterly installments. For the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, $~~300,000~~200,000 each was paid under the research agreement, respectively. In October 2021, the agreement was renewed for one year through August 2022. At ~~September~~June 30, 2022, ~~zero~~$66,667 remained to be paid under the renewed agreement.

The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $700,000 in royalties upon achievement of certain milestones. As of ~~September~~June 30, 2022 and December 31, 2021, no royalty expenses had been incurred under this agreement.

In November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware ~~("Seller")~~(Seller) whereby all ~~rights,~~right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $500,000 and common shares valued at $1,491,556. The total acquisition cost of $1,991,556 was capitalized and is being amortized over the fifteen ~~year~~years expected life of the patents underlying the intellectual property. Under the terms of the agreement, the Company will pay up to an aggregate $7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows:


Milestone Event: Aggregated Vehicles	Milestone Payment Amount
10,000	$	500,000
20,000	750,000
40,000	750,000
60,000	750,000
80,000	750,000
100,000	1,000,000
200,000	1,000,000
250,000	2,000,000
	$	7,500,000

The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of ~~September~~June 30, 2022, no royalty expenses had been incurred under this agreement.

(d) Investment

The Company is committed to possible future additional contributions to the Investment in Dreev (Note 6) in the amount of $270,000.

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(e) Purchase Commitments

On July 20, 2021, ~~the~~ Nuvve issued a purchase order (“PO”) to its supplier for a quantity of DC Chargers, for a total price of $13.2 million, with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of ~~September~~June 30, 2022, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid ~~$6.3~~$5.3 million. The delivered DC Chargers did not fully conform to required software and hardware specifications. As of June 30, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in ~~the~~ original PO for the delivery of the remaining DC Chargers still subject to the original PO. ~~As of~~ ~~September 30, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance.~~

No amendments to the original PO have been executed. To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms. The supplier asserts, however, that the original PO was non-cancellable and non-refundable regardless of when in the future the chargers are delivered, and regardless of any non-conformance. Nuvve believes the supplier’s position does not have merit and Nuvve would exercise all available rights and remedies in its defense should any legal proceeding result from such dispute. ~~On November 2, 2022, Nuvve received a demand for arbitration from its supplier in connection with the dispute.~~ The outcome of any such proceeding would be inherently uncertain, and the amount and/or timing of any liability or expense resulting from such a proceeding is not reasonably estimable at this time.

3031

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 18 - Non-Controlling Interest

For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the condensed consolidated financial statements.

Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s condensed consolidated ~~balance sheets.~~Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s condensed consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s condensed consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests.

Levo Series B Redeemable Preferred Stock

Levo is authorized to issue 1,000,000 shares of series B preferred stock at no par value.

The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo's Board of Directors, of 8.0% per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, and dividends are paid in cash. Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At ~~September~~June 30, 2022, Levo had accrued preferred dividends of ~~$258,672, included in accrued liabilities,~~$192,071 on 3,138 issued and outstanding shares of Series B Preferred Stock. Series B Preferred Stock is not a participating or convertible securities. Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement. Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable; therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity.

At ~~September~~June 30, 2022, Series B Preferred Stock consisted of the following:


Shares Authorized	Shares Authorized	Shares Issued and Outstanding	Stated Value per Share		Initial Carrying Value		Accrued Preferred Dividends		Liquidation Preference		Shares Authorized	Shares Issued and Outstanding	Stated Value per Share		Initial Carrying Value		Accrued Preferred Dividends		Liquidation Preference
1,000,000	1,000,000	3,138	$	1,000	$	3,138,000	$	258,672	$	3,396,672	1,000,000	3,138	$	1,000	$	3,138,000	$	192,071	$	3,330,071

The redeemable preferred stock has been classified as mezzanine equity and initially recognized at fair value of $3,138,000, the proceeds on the date of issuance. This amount has been further reduced by $497,606, the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial value of $2,640,394. Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven-year period from date of issuance of August 4, 2021 through July 4, 2028 (the date at which the preferred shareholders have the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method. The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings of Levo. During the ~~nine~~six months ended ~~September~~June 30, 2022, Levo accreted ~~$484,398~~$322,932 resulting in the carrying value of the the redeemable preferred stock of ~~$3,369,824.~~$3,224,832.

3132

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s condensed consolidated balance ~~sheet~~sheets at ~~September~~June 30, 2022:


	~~September~~June 30, 2022
	(As Restated) (1)



~~Net~~Add: net loss attributable to non-controlling interests as of ~~September~~June 30, 2022	$	~~(2,380,821)~~(290,878)
Less: dividends paid to non-controlling interests as of ~~September~~June 30, 2022	~~195,912~~129,311
Less: Preferred share accretion adjustment as of ~~September~~June 30, 2022	~~484,398~~322,932
Non-controlling interests	$	~~(3,061,131)~~(743,121)

The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s condensed consolidated statements of operations as of ~~September~~June 30, 2022:

Three Months Ended
September 30, 2022 Nine Months Ended September 30, 2022
Net loss attributable to non-controlling interests $ (168,985) $ (2,380,821)


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022


	(As Restated) (1)		(As Restated) (1)
Net loss attributable to non-controlling interests	$	(189,945)	$	(290,878)

Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity


	~~Nine~~Six Months Ended ~~September~~June 30, 2022
	(Restated) (1)
Beginning balance - December 31, 2021	$	~~2,885,426~~2,901,899




Preferred share Accretion adjustment as of ~~September~~June 30, 2022	~~484,398~~322,932
Ending balance - ~~September~~June 30, 2022	$	~~3,369,824~~3,224,832

(1) See Note 2.

Profits Interests Units (Class D Incentive Units)

In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General. Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.

Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units will vest as follows: (i) 80% of the Incentive Units will vest in equal 25.0% installments on each of the first four (4) anniversaries of the grant date (such that 80% of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20% of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80% vesting portion.

During the ~~three and nine~~six months ended ~~September~~June 30, 2022, the Company recorded compensation expense ~~included in selling, general, and administrative,~~ under the Profits Interests of $~~152,315 and $293,165, respectively.~~140,850.

The Company uses the Monte Carlo Simulation model to estimate the fair value of Class D Incentive Units. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Monte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the ~~nine~~six months ended ~~September~~June 30, 2022.


	Class D Units
Expected life of Class D Incentive Units (in years) (1)	5.5

Risk-free interest rate (2)	3.02	%
Volatility (3)	69.50	%

3233

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

__________________

(1)The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.

(2)The risk-free interest rate is based on the yields on U.S. Treasury debt securities with maturities approximating the estimated life of the options.

(3)Volatility is estimated by management. As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity. Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.

A summary of the status of the Company’s Class D Incentive Units as of December 31, 2021, and changes during the ~~nine~~six months ended ~~September~~June 30, 2022, is presented below:


		Shares	Weighted- Average Grant Date Fair Value($)		Shares	Weighted- Average Grant Date Fair Value($)
Nonvested at December 31, 2021	Nonvested at December 31, 2021	—	—	Nonvested at December 31, 2021	—	—
Granted	Granted	250,000	13.28	Granted	250,000	13.28
Vested	Vested	—	—	Vested	—	—
Cancelled	Cancelled	—	—	Cancelled	—	—
Nonvested and Outstanding at September 30, 2022		250,000	13.28
Nonvested and Outstanding at June 30, 2022				Nonvested and Outstanding at June 30, 2022	250,000	13.28

As of ~~September~~June 30, 2022, there was ~~$2,143,870~~$2,698,822 of total unrecognized compensation cost related to nonvested Class D Incentive Units. The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately ~~3.5~~3.8 years.

Note 19 - Subsequent Events

~~On November 2,~~Warehouse Lease

In July 2022, the Company ~~received~~ entered into a ~~demand~~lease agreement in Westland, Michigan for ~~arbitration~~10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories. The term of the lease is 36 months with a fixed rent of $5,625 per month. There is an option to renew the lease for an additional 36 months, however it is not reasonably certain the Company will exercise the renewal. There is no option to purchase the premises at lease termination.

The following is a maturity analysis of the annual undiscounted cash flows under new lease as of June 30, 2022:


2022	$	39,375
2023	67,500
2024	67,500
2025	28,125


Total lease payments	$	202,500

Securities Purchase Agreement, Pre-Funded Warrants and Warrants

The offering price for the Shares, and accompanying Warrants, was $3.50 per Share and the offering price for the Pre-Funded Warrants, and accompanying was $3.4999 per Pre-Funded Warrant, which represents the per Share public offering price less $0.0001 per share exercise price for each Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Warrants have an exercise price of $3.75 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each Warrant are exercisable for one share of Common Stock. The Warrants are exercisable beginning six months from ~~one~~the date of ~~its major supplier~~issuance and the Pre-Funded Warrants are be exercisable immediately upon issuance. The Pre-Funded Warrants terminate when fully exercised and the Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the Offering were approximately $14.0 million and net

NUVVE HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

proceeds were approximately $13.1 million, excluding the proceeds, if any, from the exercise of ~~DC Chargers, in~~the Pre-Funded Warrants and the Warrants. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the Offering.

Placement Agency Agreement

In connection with the Offering, the Company also entered into a ~~dispute over certain purchase orders. See "Note 17(e) Purchase Commitments"~~placement agency agreement with the Placement Agent. Pursuant to ~~these unaudited condensed consolidated financial statements, and "Item 2. Management’s Discussion and Analysis~~the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0% of ~~Financial Condition and Results~~the gross proceeds received by the Company in the Offering in the form of ~~Operations--Liquidity and Capital Resources--Purchase Commitments" for further details.~~

cash.

3335

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q (this “Quarterly Report”) 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 (the “Exchange Act”). Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings with the Securities and Exchange Commission (“SEC”).

References in this Quarterly Report to “we,” “us” and “our” and to “Nuvve” and the “Company” are to Nuvve Holding Corp. and its subsidiaries.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

As discussed in Note 2 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements (Part I, Item 1 of this Form 10-Q/A), we have restated our previously issued condensed consolidated financial statements for the quarters ended June 30, 2022 and 2021. Accordingly, the following discussion and analysis of our financial condition and results of operations have been restated.

Overview

Nuvve is a green energy technology company that provides, directly and through business ventures with its partners, a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid and provide other grid services. Its proprietary V2G technology — Nuvve’s Grid Integrated Vehicle (GIVe) platform — has the potential to refuel the next generation of EV fleets through cutting-edge, bi-directional charging solutions.

Nuvve’s proprietary V2G technology enables it to link multiple EV batteries into a virtual power plant to provide bi-directional services to the electrical grid. Nuvve’s GIVe software platform was created to harness capacity from “loads” at the edge of the distribution grid (i.e., coalitions of aggregated EVs and small stationary batteries) in a qualified, controlled and secure manner to provide many of the grid services offered by conventional generation sources (i.e., coal and natural gas plants). Nuvve’s current addressable energy and capacity markets include grid services such as frequency regulation, demand charge management, demand response, energy optimization, distribution grid services and energy arbitrage.

Nuvve’s customers and partners include owner/operators of light duty fleets, heavy duty fleets (including school buses), automotive manufacturers, charge point operators, and strategic partners (via joint ventures, other business ventures and special purpose financial vehicles). Nuvve also operates a small number of company-owned charging stations serving as demonstration projects funded by government grants. Nuvve expects growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a declining percentage of its future business as its commercial operations expand.

Nuvve offers its customers networked charging stations, infrastructure, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs. Nuvve expects to generate revenue primarily from the provision of services to the grid via its GIVe software platform and sales of V2G-enabled charging stations. In the case of light duty fleet and heavy duty fleet customers, Nuvve also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle. In addition, Nuvve may generate non-recurring engineering services revenue derived from the integration of its technology with automotive original equipment manufacturers (“OEMs”) and charge point operators. In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, Nuvve may share the recurring grid services revenue with the customer.

On August 4, 2021, we formed Levo Mobility LLC ("Levo"), a Delaware limited liability company with Stonepeak Rocket Holdings LP ("Stonepeak"), a Delaware limited partnership and Evolve Transition Infrastructure LP ("Evolve"), a Delaware limited partnership.

Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding vehicle-to-grid ("V2G") enabled electric vehicle ("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.

3537

COVID-19

The outbreak of disease cause by a novel coronavirus discovered in December 2019 ("COVID-19"), which was declared a pandemic in March 2020, and the related restrictive measures such as travel restrictions, quarantines, and shutdowns, have 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 Nuvve operates.

As the coronavirus pandemic continues to evolve, Nuvve believes the extent of the impact to its business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond Nuvve’s knowledge and control, and as a result, at this time Nuvve is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but 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 COVID-19 outbreak, and if so, Nuvve may be subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations. Although Nuvve has made its best estimates based upon current information, there can be no assurance that such estimates will prove correct due to the effects of the COVID-19 outbreak or otherwise.

Backlog

Our total backlog represents the estimated transaction prices on unsatisfied and partially satisfied performance obligations to our customers for products and services. Backlog is converted into revenue in future periods as we satisfy the performance obligations to our customers for products and services, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable accounting method.

Our estimated backlog ~~on September~~at June 30, 2022 was ~~$4.1~~$3.9 million, which we expect to be earned ~~in future periods.~~over the next several quarters and years.

3638

Results of Operations

Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2022 Compared with Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021

The following table sets forth information regarding our consolidated results of operations for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021.


		Three Months Ended September 30,				Period-over-Period Change				Nine Months Ended September 30,				Period-over-Period Change					Three Months Ended June 30,				Period-over-Period Change				Six Months Ended June 30,				Period-over-Period Change
		2022		2021		Change ($)		Change (%)		2022		2021		Change ($)		Change (%)			2022		2021		Change ($)		Change (%)		2022		2021		Change ($)		Change (%)
Revenue	Revenue																	Revenue	(Restated) (1)		(Restated) (1)						(Restated) (1)		(Restated) (1)
Products and services	Products and services	$	487,818	$	682,900	$	(195,082)	(29)	%	$	3,809,631	$	1,761,319	$	2,048,312	116	%	Products and services	$	1,068,029	$	766,516	$	301,513	39	%	$	3,321,813	$	1,078,419	$	2,243,394	208	%
Grants	Grants	65,869		480,104		(414,235)		(86)	%	416,816		1,182,047		(765,231)		(65)	%	Grants	233,698		214,814		18,884		9	%	350,947		701,943		(350,996)		(50)	%
Total revenue	Total revenue	553,687		1,163,004		(609,317)		(52)	%	4,226,447		2,943,366		1,283,081		44	%	Total revenue	1,301,727		981,330		320,397		33	%	3,672,760		1,780,362		1,892,398		106	%
Operating expenses	Operating expenses																	Operating expenses
Cost of product and service revenue	Cost of product and service revenue	276,485		387,582		(111,097)		(29)	%	3,453,393		877,468		2,575,925		294	%	Cost of product and service revenue	1,034,596		362,658		671,938		185	%	3,176,908		489,886		2,687,022		548	%
Selling, general and administrative expenses	Selling, general and administrative expenses	7,163,673		6,599,490		564,183		9	%	22,925,745		16,352,021		6,573,724		40	%	Selling, general and administrative expenses	8,136,522		5,269,791		2,866,731		54	%	15,762,072		9,752,531		6,009,541		62	%
Research and development expense	Research and development expense	1,715,821		1,622,608		93,213		6	%	6,021,535		4,574,803		1,446,732		32	%	Research and development expense	2,170,139		1,689,245		480,894		28	%	4,305,714		2,952,195		1,353,519		46	%
Total operating expenses	Total operating expenses	9,155,979		8,609,680		546,299		6	%	32,400,673		21,804,292		10,596,381		49	%	Total operating expenses	11,341,257		7,321,694		4,019,563		55	%	23,244,694		13,194,612		10,050,082		76	%
Operating loss	Operating loss	(8,602,292)		(7,446,676)		(1,155,616)		16	%	(28,174,226)		(18,860,926)		(9,313,300)		49	%	Operating loss	(10,039,530)		(6,340,364)		(3,699,166)		58	%	(19,571,934)		(11,414,250)		(8,157,684)		71	%
Other income (expense)	Other income (expense)																	Other income (expense)
Interest income (expense)	Interest income (expense)	39,150		3,220		35,930		1,116	%	47,553		(592,345)		639,898		(108)	%	Interest income (expense)	6,945		1,984		4,961		250	%	8,403		(595,565)		603,968		(101)	%
Write-off of deferred financing costs		—		—		—		—	%	(43,562,847)		—		(43,562,847)		100	%
Financing costs																		Financing costs	—		(43,818,000)		43,818,000		100	%	—		(43,818,000)		43,818,000		100	%

Change in fair value of private warrants liability	Change in fair value of private warrants liability	170,000		557,000		(387,000)		(69)	%	854,000		627,228		226,772		36	%	Change in fair value of private warrants liability	4,585,000		(3,497,230)		8,082,230		(231)	%	9,361,000		(3,075,400)		12,436,400		(404)	%
Change in fair value of derivative liability	Change in fair value of derivative liability	(40,245)		(12,179)		(28,066)		230	%	(19,309)		(12,179)		(7,130)		59	%	Change in fair value of derivative liability	(32,536)		—		(32,536)		100	%	20,936		—		20,936		100	%
Other, net	Other, net	89,222		(69,647)		158,869		(228)	%	81,455		321,914		(240,459)		(75)	%	Other, net	22,020		503,676		(481,656)		(96)	%	(7,767)		391,561		(399,328)		(102)	%
Total other income (expense), net		258,127		478,394		(220,267)		(46)	%	(42,599,148)		344,618		(42,943,766)		NM
Total other (expense) income, net																		Total other (expense) income, net	4,581,429		(46,809,570)		51,390,999		(110)	%	9,382,572		(47,097,404)		56,479,976		(120)	%
Loss before taxes	Loss before taxes	(8,344,165)		(6,968,282)		(1,375,883)		20	%	(70,773,374)		(18,516,308)		(52,257,066)		282	%	Loss before taxes	(5,458,101)		(53,149,934)		47,691,833		(90)	%	(10,189,362)		(58,511,654)		48,322,292		(83)	%
Income tax expense		—		—		—		—	%	—		1,000		(1,000)		(100)	%
Income tax (benefit) expense																		Income tax (benefit) expense	—		1,000		(1,000)		(100)	%	—		1,000		(1,000)		(100)	%
Net loss	Net loss	$	(8,344,165)	$	(6,968,282)	$	(1,375,883)	20	%	$	(70,773,374)	$	(18,517,308)	$	(52,256,066)	282	%	Net loss	$	(5,458,101)	$	(53,150,934)	$	47,692,833	(90)	%	$	(10,189,362)	$	(58,512,654)	$	48,323,292	(83)	%
Less: Net loss attributable to non-controlling interests	Less: Net loss attributable to non-controlling interests	(168,985)		(130,837)		(38,148)		29	%	(2,380,821)		(130,837)		(2,249,984)		NM		Less: Net loss attributable to non-controlling interests	(189,945)		—		(189,945)		100	%	(290,878)		—		(290,878)		100	%
Net loss attributable to Nuvve Holding Corp.	Net loss attributable to Nuvve Holding Corp.	$	(8,175,180)	$	(6,837,445)	$	(1,337,735)	20	%	$	(68,392,553)	$	(18,386,471)	$	(50,006,082)	272	%	Net loss attributable to Nuvve Holding Corp.	$	(5,268,156)	$	(53,150,934)	$	47,882,778	(90)	%	$	(9,898,484)	$	(58,512,654)	$	48,614,170	(83)	%

((1) As described in Note 2 to these condensed Consolidated Financial Statements, the Company has restated the condensed Consolidated Financial Statements, as of, and for the three and six months ended June 30, 2022 and 2021, and year ended December 31, 2021.

~~________________~~

~~NM - Not Meaningful~~

3739

Revenue

Total revenue was ~~$0.6~~$1.3 million for the three months ended ~~September~~June 30, 2022, compared to ~~$1.2~~$1.0 million for the three months ended ~~September~~June 30, 2021, ~~a decrease~~an increase of ~~$0.6~~$0.3 million, or ~~52.4%~~32.6%. The ~~decrease was primarily~~increase is attributed to a ~~$0.2~~$0.3 million ~~decrease~~increase in products and services ~~revenue, and a decrease in grants of $0.4 million.~~revenue. Products and services revenue for the three months ended ~~September~~June 30, 2022 ~~consisted~~consist of sales DC and AC Chargers of about ~~$0.3~~$1.0 million, grid services revenue of ~~$0.16~~$0.05 million, and engineering services of ~~$0.05~~$0.03 million.

Total revenue was ~~$4.2~~$3.7 million for the ~~nine~~six months ended ~~September~~June 30, 2022, compared to ~~$2.9~~$1.8 million for the ~~nine~~six months ended ~~September~~June 30, 2021, an increase of ~~$1.3~~$1.9 million, or ~~44%~~106%. The increase is attributed to a ~~$2.0~~$2.2 million increase in products and services revenue, partially offset by a decrease in grants revenue. Products and services revenue for the ~~nine~~six months ended ~~September~~June 30, 2022 consist of sales of school buses of $1.7 million, DC and AC Chargers of about ~~$1.6~~$1.3 million, grid services revenue of ~~$0.3~~$0.1 million, and a reduced engineering services of ~~$0.3~~$0.2 million due to certain non-recurring one-time project in the current quarter.

While we may sell school buses and similar equipment from time to time in the future, unlike DC and AC Chargers, sales of school buses are not presently expected to be a regular part of our business.

Cost of Product and Service Revenue

Cost of products and services revenue for the three months ended ~~September~~June 30, 2022, ~~decreased~~increased by ~~$0.11~~$0.7 million to ~~$0.3~~$1.0 million, and margin ~~was flat at 43.3%~~decreased to 3.1% from 52.7% compared to the same prior year period. ~~Margin~~The decrease in margin was mostly ~~impacted by~~due to the impact of a higher mix of hardware charging stations sales ~~offset by~~and a lower mix of engineering services in the current quarter.

Cost of products and services revenue for the ~~nine~~six months ended ~~September~~June 30, 2022, increased by ~~$2.6~~$2.7 million to ~~$3.5~~$3.2 million, and margin decreased to ~~9.4%~~4.4% from ~~50.2%~~54.6% compared to the same prior year period. The decrease in margin was mostly due to the impact of lower margin school buses sales, and a higher mix of hardware charging stations sales and a lower mix of engineering services during the ~~nine~~six months ended ~~September~~June 30, 2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.

Selling, general and administrative expenses were ~~$7.2~~$8.1 million for the three months ended ~~September~~June 30, 2022, as compared to ~~$6.6~~$5.3 million for the three months ended ~~September~~June 30, 2021, an increase of ~~$0.6~~$2.9 million, or ~~8.5%~~54.4%.

Selling, general and administrative expenses were ~~$22.9~~$15.8 million for the ~~nine~~six months ended ~~September~~June 30, 2022, as compared to ~~$16.4~~$9.8 million for the ~~nine~~six months ended ~~September~~June 30, 2021, an increase of ~~$6.6~~$6.0 million, or ~~40.2%~~61.6%.

The increases during the three and six months ended ~~September~~June 30, 2022 were primarily attributable to increases in compensation expenses of ~~$0.4~~$0.7 million and $1.4 million, respectively, including share-based compensation, ~~rent~~travel expenses related to ~~the main corporate office~~conferences and ~~warehouse of $0.2 million, legal expenses of $0.2 million, and software subscriptions expenses~~partnership meetings of $0.4 million ~~partially offset by a decrease in~~and $0.5 million, respectively, professional fees related to internal operational reviews of $0.4 million and $1.6 million, respectively, and governance and other public company costs of ~~$0.4 million.~~$1.7 million and $2.6 million, respectively. Expenses resulting from the consolidation of Levo's activities during the three and six months ended ~~September~~June 30, 2022, contributed ~~$0.1 million to the increase in selling, general and administrative expenses.~~

The increases during the nine months ended September 30, 2022 were primarily attributable to increases in compensation expenses of $1.5 million, including share-based compensation, software subscriptions expenses of $0.5 million, professional fees related to internal operational reviews of $1.5$0.7 million and ~~governance and other public company costs of~~ ~~$2.3 million,~~ ~~partially offset by a decrease in outside accounting professional service expenses of~~ ~~$0.2 million. Expenses resulting from the consolidation of Levo's activities during the nine months ended September 30, 2022, contributed $1.3~~$1.2 million, respectively, to the increase in selling, general and administrative expenses.

Research and Development Expenses

Research and development expenses increased by ~~$0.1~~$0.5 million, or ~~5.7%~~28.5%, from ~~$1.6 million for the three months ended September 30, 2021 to~~ $1.7 million for the three months ended ~~September~~June 30, 2021 to $2.2 million for the three months ended June 30, 2022. Research and development expenses increased by $1.4 million, or ~~31.6%~~45.8%, from ~~$4.6~~$3.0 million for the ~~nine~~six months ended ~~September~~June 30, 2021 to ~~$6.0~~$4.3 million for the ~~nine~~six months ended ~~September~~June 30, 2022. The increases during the three and ~~nine~~six months ended ~~September~~June 30, 2022 was primarily attributable to increases in compensation expenses and subcontractor expenses used to advance the Company's platform functionality and integration with more vehicles.

Other Income (Expense)

Other income (expense) consists primarily of interest expense, ~~write-off of deferred finance costs,~~ change in fair value of ~~private~~ warrants liability and derivative liability, and other income (expense). Other income (expense) ~~decreased~~increased by ~~$0.2 million from $0.48~~$51.4 million of income, from $46.81 million of other ~~income~~

expense for the three months ended ~~September~~June 30, 2021, to ~~$0.3~~$4.6 million in other income for the three months ended ~~September~~June 30, 2022. Other income (expense) increased by $56.5 million of income, from $47.1 million of other expense for the six months ended June 30, 2021, to $9.4 million in other income for the six months ended June 30, 2022.

The ~~decrease~~increases in income during the three and six months ended ~~September~~June 30, 2022 ~~was~~were primarily attributable to the change in fair ~~value~~values of the ~~private~~ warrants liability and derivative ~~liability.~~

Other income (expense) decreased by $42.9 million of expense, from $0.3 million of other income for the nine months ended September 30, 2021, to $42.6 million in other expense for the nine months ended September 30, 2022.

~~The increases in expense during the nine months ended September 30, 2022 were primarily attributable to the write-off of deferred finance costs, and change in fair values of the private warrants~~ liability, and ~~derivative liability. The write-off of deferred~~because financing costs ~~was~~recorded in 2021 did not recur 2022. The financing costs were associated with the ~~carrying~~fair value of warrants and stock ~~options~~option ("Instruments") 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~~conjunction with the formation of ~~school buses through~~ Levo. We ~~wrote-off~~recorded the estimated fair value of the Instruments issued as an expense during the second quarter of 2021 because we determined that there was not sufficient basis to record deferred financing costs ~~during the nine months ended September 30, 2022 primarily because we have not entered into fleet-as-a-service customer contracts requiring preferred capital commitments from~~associated with Stonepeak and Evolve’s plans to contribute capital to the Levo ~~in excess of $43.6 million within one year of the deferred financing costs being capitalized.~~venture. The ~~write-off~~expense is non-cash and does not impact the existing conditional capital contribution commitment we have from Stonepeak and Evolve or the pursuit of customer deployments funded by this conditional capital contribution commitment. Note 19 of our 2021 Form ~~10-K~~10-K/A further describes the terms of the conditional capital commitment with Stonepeak and Evolve.

Income Taxes

In the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, we recorded no material income tax expenses. The income tax expenses during the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 were minimal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance recorded for such losses.

Net loss

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~~decreased by ~~$1.4~~$47.7 million, or ~~19.7%~~89.7%, from ~~$7.0~~$53.2 million for the three months ended ~~September~~June 30, 2021, to ~~$8.3~~$5.5 million for the three months ended ~~September~~June 30, 2022. The ~~increase in net loss was primarily due to a~~ decrease ~~in revenue of $0.6 million, an increase in operating expenses of $0.5 million and an increase in other expense of $0.2 million for the aforementioned reasons.~~

~~Net loss increased by $52.3 million, or 282.2%, from $18.5 million for the nine months ended September 30, 2021, to $70.8 million for the nine months ended September 30, 2022. The increase~~ in net loss was primarily due to increase in operating expenses of ~~$10.6~~$4.0 million ~~and~~partially offset by increase in other ~~expense~~income of ~~$42.9~~$51.4 million for the aforementioned reasons.

Net loss decreased by $48.3 million, or 82.6%, from $58.5 million for the six months ended June 30, 2021, to $10.2 million for the six months ended June 30, 2022. The decrease in net loss was primarily due to increase in operating expenses of $10.1 million partially offset by increase in other income of $56.5 million for the aforementioned reasons.

Net Loss Attributable to Non-Controlling Interest

Net loss attributable to non-controlling interest was $0.2 million and ~~$2.4~~$0.3 million, respectively, for the three and ~~nine~~six months ended ~~September~~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 (“VIE”) 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 ~~nine~~six months ended ~~September~~June 30, 2022.

3941

Liquidity and Capital Resources

Sources of Liquidity

Nuvve is still an early-stage business enterprise. Nuvve has not yet demonstrated a sustained ability to generate sufficient revenue from sales of its technology and services or conduct sales and marketing activities necessary for the successful commercialization of its GIVe platform. Nuvve has not yet achieved profitability and has experienced substantial net losses, and it expects to continue to incur substantial losses for the foreseeable future. Nuvve incurred ~~net~~operating losses of approximately ~~$70.8~~$19.6 million as of the ~~nine~~six months ended ~~September~~June 30, 2022, and $27.2 million and ~~$4.9 million for the years ended December 31, 2021, and 2020, respectively. Nuvve cash used in operations were $28.2 million as of the nine months ended September 30, 2022, and $29.2 million and $3.1~~$4.7 million for the years ended December 31, 2021, and 2020, respectively. As of ~~September~~June 30, 2022, Nuvve had a cash balance, working capital, and stockholders’ equity of ~~$21.6~~$14.9 million, ~~$31.0~~$23.4 million and ~~$30.8~~$23.5 million, respectively.

Nuvve has incurred net losses and negative cash flows from operations since its inception. Nuvve has funded its business operations primarily with the issuance of equity and convertible notes, borrowings and cash from operations. Also, in the past, Nuvve has been able to raise funds primarily through the Business Combination and PIPE Offering (see our 2021 Form 10-K for details) to support its business operations. However, there can be no assurance it will be successful in raising necessary funds in the future, on acceptable terms or at all.

On April 25, 2022, Nuvve filed a shelf registration statement with the SEC which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $100.0 million. The shelf registration statement was declared effective on May 5, 2022. Nuvve believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement.

On May 5, 2022, Nuvve entered into an at-the-market offering agreement (the "Sales Agreement"), with Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC (the "Agent"). From time to time during the term of the Sales Agreement, Nuvve may offer and sell shares of common stock having an aggregate offering price up to a total of $25.0 million in gross proceeds. The Agents will collect a fee equal to 3% of the gross sales price of all shares of common stock sold. Shares of common stock sold under the Sales Agreement are offered and sold pursuant to our shelf registration statement describe above. During the ~~nine~~six months ended ~~September~~June 30, 2022, we sold ~~792,882~~323,746 shares of common stock pursuant to the Sales Agreement at an average price of ~~$4.97~~$6.12 per share for aggregate net proceeds of approximately ~~$3.8~~$1.9 million. Additionally, during the month of July 2022, we 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.

Nuvve believes that its cash balance as of ~~September~~June 30, 2022, in addition to its cash flows from operations, will be sufficient to fund its working capital and capital expenditure requirements for the next 12 months from the filing date of this Quarterly Report.

Securities Purchase Agreement, Pre-Funded Warrants and Warrants

On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 2,150,000 shares (the “Shares”) of common stock, pre-funded warrants to purchase an aggregate of 1,850,000 shares of common stock (the “Pre-Funded Warrants”), and warrants (the “Warrants”) to purchase an aggregate of 4,000,000 shares of common stock in a registered direct offering (the “Offering”). The Offering was made pursuant to the effective shelf registration statement described above and closed on July 29, 2022.

The offering price for the Shares was $3.50 per Share and the offering price for the Pre-Funded Warrants was $3.4999 per Pre-Funded Warrant, which represents the per Share public offering price less $0.0001 per share exercise price for each Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The Warrants will have an exercise price of $3.75 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each Warrant will be exercisable for one share of common stock. The Warrants are exercisable beginning six months from the date of issuance and the Pre-Funded Warrants are exercisable immediately upon issuance. The Pre-Funded Warrants terminate when fully exercised and the Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the Offering were approximately $14.0 million and net proceeds were $13.1 million, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the Offering and received 6.0% of the gross proceeds of the Offering.

Equity Forward Purchase

Pursuant to a letter agreement dated April 23,2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, an aggregate of 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000. As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer have fulfilled their obligations and have purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $14.87 per share or a total of approximately $2,000,000.

Levo

On August 4, 2021, we formed Levo with Stonepeak and Evolve to rapidly accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts in the United States through V2G hubs and Transportation as a service ("TaaS"). Levo utilizes our proprietary V2G technology, and the conditional capital contribution commitments from Stonepeak and Evolve of $750 million, subject to project approval process as outlined under the terms of the definitive agreements, to fund acquisition of electric fleets, and construction of EV infrastructure. Stonepeak and Evolve have the option to increase their conditional capital contribution commitments to $1.0 billion when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. 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 related Securities Purchase Agreement (as defined in the Company's 2021 Form 10-K), and Levo definitive agreements

Purchase Commitments

On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier for a quantity of DC Chargers, for a total price of $13.2 million, with the delivery date specified as the week of November 15, 2021. However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues. The parties therefore agreed to change the delivery date to on or about December 15, 2021. As of the end of ~~September~~June 30, 2022, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid ~~$6.3~~$5.3 million. The delivered DC Chargers did not fully conform to required software and hardware specifications. As of June 30, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance. In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in original PO for the delivery of the remaining DC Chargers still subject to the original PO. ~~As of~~ ~~September 30, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance.~~

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Cash Flows


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2022		2021
Net cash (used in) provided by:	Net cash (used in) provided by:					Net cash (used in) provided by:
Operating activities	Operating activities	$	(28,184,088)	$	(23,478,507)	Operating activities	$	(20,021,165)	$	(13,413,426)
Investing activities	Investing activities	(1,349,182)		7,784		Investing activities	(1,317,225)		7,969
Financing activities	Financing activities	19,029,324		62,159,593		Financing activities	4,022,908		59,474,365
Effect of exchange rate on cash and restricted cash	Effect of exchange rate on cash and restricted cash	(121,218)		150,547		Effect of exchange rate on cash and restricted cash	(54,796)		98,193
Net increase (decrease) in cash and restricted cash	Net increase (decrease) in cash and restricted cash	$	(10,625,164)	$	38,839,417	Net increase (decrease) in cash and restricted cash	$	(17,370,278)	$	46,167,101

Net cash used in operating activities during the ~~nine~~six months ended ~~September~~June 30, 2022 was ~~$28.2~~$20.0 million as compared to net cash used of ~~$23.5~~$13.4 million in the ~~nine~~six months ended ~~September~~June 30, 2021. The ~~$4.7~~$6.6 million increase in net cash used in operating activities was primarily attributable to higher use of cash for working capital during the ~~nine~~six months ended ~~September~~June 30, 2022 as compared to the same prior period. Working capital during the ~~nine~~six months ended ~~September~~June 30, 2022 was impacted by, among other items, higher net loss of ~~$70.8~~$10.2 million, resulting from increases in compensation expenses, increases in professional fees related to internal operational reviews, increases in governance and other public company costs, and cash purchases to fund higher inventory levels. These were partially offset by improved timing and management of vendor terms compared to the cash settlement of such items.

During the ~~nine~~six months ended ~~September~~June 30, 2022, cash used for investing activities was $1.3 million as compared to net cash provided by investing activities of $0.01 million during the ~~nine~~six months ended ~~September~~June 30, 2021, which was used to purchase fixed assets and a future equity investment in a partnership alliance.

Net cash provided for financing activities for the ~~nine~~six months ended ~~September~~June 30, 2022 was ~~$19.0~~$4.0 million, of which ~~$13.1 million was the proceeds from direct offering, partially offset by issuance cost, $3.8~~$1.9 million was provided in connection with the proceeds from the at-the-market common stock offering, partially offset by issuance costs, proceeds from forward option put exercise of $2.0 million, and proceeds from the exercise of stock options of $0.2 million. Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, 2021 was ~~$62.2~~$59.5 million, of which $58.2 million was provided in connection with the Business Combination, $14.3 million was provided in connection with the PIPE offering, partially offset by issuance costs of $4.0 million, the repayment of Newborn sponsor loans of $0.5 million, and the $6.0 million repurchase of common stock.

4244

Off-Balance Sheet Arrangements

Nuvve is not a party to any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of Nuvve’s financial condition and results of operations is based on its consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires Nuvve to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Nuvve’s estimates are based on its historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

For a summary of our significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2021 Form 10-K. For a summary of our critical accounting estimates, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in our 2021 Form 10-K.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2021 Form 10-K.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period.

The Company expects to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date the Company (a) is no longer an emerging growth company or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. See Note 2 of the accompanying audited consolidated financial statements and unaudited consolidated financial statements of Nuvve included elsewhere in this report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the ~~nine~~six months ended ~~September~~June 30, 2022.

In addition, the Company intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, the Company intends to rely on such exemptions, the Company is not required to, among other things: (a) provide an auditor’s attestation report on the Company’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); or (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

The Company will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of the Company’s first fiscal year following the fifth anniversary of Newborn’s IPO, (b) the last date of the Company’s fiscal year in which the Company has total annual gross revenue of at least $1.07 billion, (c) the date on which the Company is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

4345

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~June 30, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures ~~were not effective as of September 30, 2022~~have concluded that due to the material weaknesses in our internal control over financial reporting ~~described~~previously identified in Part II, Item 9A of our Annual Report on Form 10-K/A for the year ended December 31, 2021, ~~Form 10-K. In light~~our disclosure controls and procedures were not effective as of ~~this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the~~June 30, 2022. These material weaknesses resulted in ~~our internal control over financial reporting,~~ the ~~condensed consolidated~~restatements of our financial statements as described herein and in Amendment No. 2 to our Annual Report on Form 10-K/A for the ~~periods covered by~~year ended December 31, 2021, Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three months ended March 31, 2022 and ~~included in~~2021, and this Quarterly Report on Form 10-Q ~~fairly present, in all material respects, our financial position, results of operations and cash flows~~ for the ~~periods presented~~three and six months ended June 30, 2022 and 2021.

Remediation of Material Weaknesses

Our remediation efforts previously disclosed in ~~conformity with U.S. GAAP.~~Part II, Item 9A of our Annual Report on Form 10-K/A for the year ended December 31, 2021 to address the identified material weaknesses are ongoing.

Changes in Internal Control over Financial Reporting

Except for the changes in connection with the ongoing remediation of the previously identified material weaknesses discussed in our 2021 Form ~~10-K,~~10-K/A, there has been no change in our internal control over financial reporting during the quarter ended ~~September~~June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. For a summary of the identified material weaknesses discussed in our 2021 Form ~~10-K,~~10-K/A, please refer to Part II, Item 9A of our 2021 Form ~~10-K.~~10-K/A.

4446

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under Item 1A. "Risk Factors” in our 2021 Form 10‑K. During the three and ~~nine~~six months ended ~~September~~June 30, 2022, there have been no material changes to the risk factors disclosed in our 2021 Form 10‑K.

4547

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~Pursuant to a letter agreement dated April 23,2021, the Company’s Chief Executive Officer and Chief Operating Officer committed to purchase from the Company, and the Company committed to sell to them, an aggregate of 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000. As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer have fulfilled their obligations and have purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $14.87 per share or a total of $2,000,000. The shares of common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~As previously reported, on~~On August 10, 2022, the ~~Company entered into employment agreement amendments (collectively, the “Amendments”) with Gregory Poilasne, the~~ Company’s Chairman and Chief Executive Officer, Ted Smith, the Company’s President and Chief Operating Officer, and David G. Robson, the Company’s Chief financial Officer (together, the “Executive Officers”), pursuantboard of directors adopted an amendment to which each Executive Officer agreed to adjust his annual compensation, from September 1, 2022 until August 31, 2023 (the “New Salary Period”) and to receive a portion of his annual compensation in the form of an RSU award (together, the “Original RSU Awards”) vesting monthly over the New Salary Period. On November 11, 2022, the Company and each Executive Officer agreed to amend and restate the Amendments to cancel the unvested portions of each Original RSU Award and to grant replacement equity awards (the “Replacement Grants”) to each Executive Officer in an aggregate amount equal to the grant date value of each respective Original RSU Award less the aggregate value of the vested portion of each Original RSU Award, measured based on the number of shares vested on the vesting date multiplied by the closing priceSection 5.5 of the Company’s ~~common~~Amended and Restated Bylaws (the “Bylaws”), effective as of that date. Section 5.5 was amended to provide that the board of directors may fix a record date for determining the stockholders entitled to notice or to vote at any meeting of stockholders or adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock onor for the ~~applicable vesting date.~~ purpose of any other lawful actions from not more than sixty (60) days nor less than ten (10) days before the date of such meeting.

Section 5.5 previously provided that the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than ten (10) days after the date upon which the resolution fixing the record date of action with a meeting is adopted by the Board of Directors, nor more than sixty (60) days prior to any other action.

The Replacement Grants will have grant dates on the last day of each month during the New Salary Period, with each such Replacement Grant to equal a number of shares of fully vested common stock calculated as the dollar valueforegoing summary of the Replacement Grant to be received on such grant date divided by the closing price of the Company’s common stock on the applicable grant date (or, if the grant date is not a trading date, the closing price of the Company’s common stock on the most recent preceding trading date) (in each case rounded upamendments to the ~~nearest whole share), subject to the Executive Officer’s continued employment with the Company on the relevant grant date. The foregoing description of the amended and restated Amendments~~Bylaws is qualified in its entirety by reference to the ~~amended and restated Amendments,~~Bylaws, which are ~~attached~~filed as Exhibit 3.2 hereto a~~s Exhibits 10.1, 10.2~~ and ~~10.3 and incorporated~~incorporated herein by ~~reference herein.~~reference.

4648

Item 6. Exhibits.

Incorporation by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing Date

Exhibit No.

Description

Form

Exhibit No.

Filing Date

3.1

Amended and Restated Certificate of Incorporation

8-K

3.1

3/25/2021

3.1

Amended and Restated Certificate of Incorporation

8-K

3.1

3/25/2021

3.2

Amended and Restated Bylaws

10-Q

3.2

8/12/2022

3.2

Amended and Restated Bylaws

10-Q

3.2

8/11/2022

4.1

Form of Pre-Funded Warrants

8-K

4.1

7/28/2022

4.2

Form Warrants

8-K

4.2

7/28/2022

10.1#

Amended and Restated Amendment NO. 1 to Employment Agreement with Gregory Poilasne

10.2#

Amended and Restated Amendment NO. 1 to Employment Agreement with Ted Smith

10.3#

Amended and Restated Amendment NO. 1 to Employment Agreement with David Robson

10.4^

Form of Securities Purchase Agreement between the Company and the Purchaser, dated July 27, 2022

8-K

10.1

7/28/2022

10.5

Placement Agency Agreement between the Company and Craig-Hallum Capital Group LLC

8-K

10.2

7/28/2022

10.1

At the Market Offering Agreement.

8-K

1.1

5/6/2022

31.1

Rules 13a-14(a) Certification of Chief Executive Officer

31.1

Rules 13a-14(a) Certification of Chief Executive Officer

31.2

Rules 13a-14(a) Certification of Chief Financial Officer

31.2

Rules 13a-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

32.2

Section 1350 Certification of Chief Financial Officer

101.INS

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_____________________

* Filed herewith.

+ Furnished herewith.

^ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.

~~# Management contract or compensatory plan, contract or arrangement.~~

4749

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~November 14, 2022~~March 30, 2023


			NUVVE HOLDING CORP.

			By:			/s/ Gregory Poilasne
						Gregory Poilasne Chief Executive Officer

4850


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.	3436
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4446
	Item 4.	Controls and Procedures.	4446

PART II—OTHER INFORMATION			4547
	Item 1.	Legal Proceedings	4547
	Item 1A.	Risk Factors	4547
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4648
	Item 3.	Defaults Upon Senior Securities.	4648
	Item 4.	Mine Safety Disclosures.	4648
	Item 5.	Other Information.	4648
	Item 6.	Exhibits.	4648


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022


Net loss attributable to non-controlling interests	$	(168,985)	$	(2,380,821)