Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40296 | ||
Entity Registrant Name | NUVVE HOLDING CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1617000 | ||
Entity Address, Address Line One | 2488 Historic Decatur Road, | ||
Entity Address, City or Town | San Diego, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92106 | ||
City Area Code | (619) | ||
Local Phone Number | 456-5161 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 82,452,801 | ||
Entity Common Stock, Shares Outstanding | 18,862,305 | ||
Documents Incorporated by Reference | Specified portions of the registrant’s definitive proxy statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A in connection with the registrant’s 2022 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this report. Such Proxy Statement will be filed with the SEC not later than 120 days after the conclusion of the registrant’s year ended December 31, 2021. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001836875 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | NVVE | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to Purchase Common Stock | ||
Trading Symbol | NVVEW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Moss Adams LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 659 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 32,360,520 | [1] | $ 2,275,895 |
Restricted cash | 380,000 | [1] | 0 |
Accounts receivable | 1,886,708 | [1] | 999,897 |
Inventories | 11,118,188 | [1] | 1,052,478 |
Security deposit, current | 0 | [1] | 20,427 |
Prepaid expenses and other current assets | 1,036,645 | [1] | 416,985 |
Total Current Assets | 46,782,061 | [1] | 4,765,682 |
Property and equipment, net | 356,194 | [1] | 95,231 |
Intangible assets, net | 1,481,077 | [1] | 1,620,514 |
Investment | 670,951 | [1] | 670,951 |
Right-of-use operating lease assets | 3,483,042 | [1] | 0 |
Deferred financing costs | 0 | ||
Financing receivables | 138,161 | [1] | 0 |
Security deposit, long-term | 3,057 | [1] | 3,057 |
Total Assets | 52,914,543 | [1] | 7,155,435 |
Current Liabilities | |||
Accounts payable | 5,738,873 | [1] | 2,960,249 |
Accrued expenses | 2,874,018 | [1] | 586,396 |
Deferred revenue | 719,771 | [1] | 196,446 |
Debt | 0 | [1] | 4,294,054 |
Operating lease liabilities - current | 41,513 | [1] | 0 |
Other liabilities | 110,574 | [1] | 0 |
Total Current Liabilities | 9,484,749 | [1] | 8,037,145 |
Operating Lease, Liability, Noncurrent | 3,441,642 | [1] | 0 |
Warrants liability | 9,543,000 | [1] | 0 |
Derivative liability - non-controlling redeemable preferred shares | 511,948 | [1] | 0 |
Other long-term liabilities | 18,860 | [1] | 0 |
Total Liabilities | 23,000,199 | [1] | 8,037,145 |
Commitments and Contingencies | [1] | ||
Mezzanine equity | |||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 | 2,901,899 | [1] | 0 |
Stockholders’ Equity | |||
Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares authorized; 18,861,130 and 9,122,996 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 1,888 | [1] | 2,616 |
Additional paid-in capital | 122,336,607 | [1] | 19,650,659 |
Accumulated other comprehensive income (loss) | 113,446 | [1] | (77,841) |
Accumulated deficit | (92,937,863) | [1] | (20,458,823) |
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | 29,514,078 | [1] | (881,710) |
Non-controlling interests | (2,501,633) | [1] | 0 |
Total Stockholders’ Equity (Deficit) | 27,012,445 | [1],[2] | (881,710) |
Total Liabilities, Mezzanine equity and Stockholders’ Equity (Deficit) | 52,914,543 | [1] | 7,155,435 |
Convertible Preferred Stock | |||
Stockholders’ Equity | |||
Preferred stock, value, issued | 0 | [1] | 1,679 |
Cumulative Preferred Stock | |||
Stockholders’ Equity | |||
Preferred stock, value, issued | $ 0 | [1] | $ 0 |
[1]Note 2.[2]See Note 2. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary equity, par value (in Dollars per share) | $ 0 | |
Temporary equity, shares authorized (in Shares) | 1,000,000 | |
Temporary equity, shares issued (in Shares) | 3,138 | |
Temporary equity, shares outstanding (in Shares) | 3,138 | |
Temporary equity, liquidation preference | $ 3,200,760 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 30,000,000 |
Common stock, shares issued (in Shares) | 18,861,130 | 9,122,996 |
Common stock, shares outstanding (in Shares) | 18,861,130 | 9,122,996 |
Convertible Preferred Stock | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 0 | 30,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 16,789,088 |
Preferred stock, shares outstanding (in Shares) | 0 | 16,789,088 |
Aggregate liquidation preference | $ 0 | $ 12,156,676 |
Cumulative Preferred Stock | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Preferred stock, shares outstanding (in Shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | [1] | Dec. 31, 2020 | |
Revenue | |||
Total revenue | $ 4,190,765 | $ 4,209,697 | |
Operating expenses | |||
Cost of product and service revenue | 2,002,197 | 521,068 | |
Selling, general, and administrative | 22,896,125 | 5,487,037 | |
Research and development | 6,524,245 | 2,888,975 | |
Total operating expenses | 31,422,567 | 8,897,080 | |
Operating loss | (27,231,802) | (4,687,383) | |
Other income (expense) | |||
Interest expense | (585,157) | (313,614) | |
Financing costs | (46,754,794) | 0 | |
Change in fair value of conversion option on convertible notes | 0 | (37,497) | |
Change in fair value of warrants liability | (312,400) | [2] | 0 |
Change in fair value of derivative liability | (14,342) | 0 | |
Other, net | 282,183 | 154,360 | |
Total other income (expense), net | (47,384,510) | (196,751) | |
Loss before taxes | (74,616,312) | (4,884,134) | |
Income tax expense | 1,000 | 1,000 | |
Net loss | (74,617,312) | [2] | (4,885,134) |
Less: Net loss attributable to non-controlling interests | (2,138,272) | 0 | |
Net loss attributable to Nuvve Holding Corp. | (72,479,040) | (4,885,134) | |
Less: Preferred dividends on redeemable non-controlling interests | 101,856 | 0 | |
Less: Accretion on redeemable non-controlling interests preferred shares | 261,505 | 0 | |
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (72,842,401) | $ (4,885,134) | |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (4.37) | $ (0.55) | |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (4.37) | $ (0.55) | |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 16,654,495 | 8,821,226 | |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 16,654,495 | 8,821,226 | |
Products and services | |||
Revenue | |||
Total revenue | $ 2,920,627 | $ 1,943,151 | |
Grants | |||
Revenue | |||
Total revenue | $ 1,270,138 | $ 2,266,546 | |
[1]Note 2.[2](1) See Note 2. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (74,617,312) | [1],[2] | $ (4,885,134) |
Other comprehensive (loss) income, net of taxes | |||
Foreign currency translation adjustments, net of taxes | 191,287 | [3] | (185,461) |
Total Comprehensive loss | (74,426,025) | [3] | (5,070,595) |
Less: Comprehensive loss attributable to non-controlling interests, net taxes | (2,138,272) | [3] | 0 |
Comprehensive loss attributable to Nuvve Holding Corp. | (72,287,753) | [3] | (5,070,595) |
Less: Preferred dividends on redeemable non-controlling interests | (101,856) | [3] | 0 |
Less: Accretion on redeemable non-controlling interests preferred shares | (261,505) | [3] | 0 |
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ (71,924,392) | [3] | $ (5,070,595) |
[1](1) See Note 2.[2]Note 2.[3]Note 2. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Total | EDF Renewables | Common Stock | Common Stock EDF Renewables | Additional Paid-in Capital | Additional Paid-in Capital EDF Renewables | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-controlling Interests | Series A Convertible Preferred Stock Preferred Stock | ||
Balances (in Shares) at Dec. 31, 2019 | 24,542,314 | 16,789,088 | ||||||||||
Balances at Dec. 31, 2019 | $ 1,669,977 | $ 2,454 | $ 17,131,913 | $ 107,620 | $ (15,573,689) | $ 0 | $ 1,679 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of shares due to merger capitalization (in Shares) | (15,763,398) | (16,789,088) | ||||||||||
Conversion of shares due to merger capitalization | 0 | $ (1,576) | 3,255 | $ (1,679) | ||||||||
Balances, as previously reported and effect of reverse recapitalization (in Shares) | 8,778,916 | |||||||||||
Balances as previously reported and effect of reverse recapitalization | 1,669,977 | $ 878 | 17,135,168 | 107,620 | (15,573,689) | 0 | ||||||
Beneficial conversion feature | 97,144 | 97,144 | ||||||||||
Conversion of convertible debenture (in Shares) | 1,539,225 | |||||||||||
Conversion of convertible debenture | 1,799,367 | $ 154 | 1,799,213 | |||||||||
Exercise of stock options (in Shares) | 80,583 | |||||||||||
Exercise of stock options | 22,862 | $ 8 | 22,854 | |||||||||
Stock-based compensation | 599,535 | 599,535 | ||||||||||
Currency translation adjustment | (185,461) | (185,461) | ||||||||||
Net loss | (4,885,134) | (4,885,134) | ||||||||||
Balances (in Shares) at Dec. 31, 2020 | 26,162,122 | 16,789,088 | ||||||||||
Balance at Dec. 31, 2020 | (881,710) | $ 2,616 | 19,650,659 | (77,841) | (20,458,823) | 0 | $ 1,679 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of shares due to merger capitalization (in Shares) | (17,039,126) | (16,789,088) | ||||||||||
Conversion of shares due to merger capitalization | 0 | $ (1,704) | 3,383 | 0 | 0 | $ (1,679) | ||||||
Balances, as previously reported and effect of reverse recapitalization (in Shares) | 9,122,996 | |||||||||||
Balances as previously reported and effect of reverse recapitalization | (881,710) | $ 912 | 19,654,042 | (77,841) | (20,458,823) | 0 | ||||||
Beneficial conversion feature | [1] | 0 | ||||||||||
Beneficial conversion feature - convertible debenture | 427,796 | 427,796 | ||||||||||
Conversion of convertible debenture (in Shares) | 544,178 | |||||||||||
Conversion of convertible debenture | 3,999,435 | $ 54 | 3,999,381 | |||||||||
Repurchase of shares (in Shares) | (134,500) | (600,000) | ||||||||||
Repurchase of shares | 0 | $ (6,000,000) | $ (13) | $ (60) | 13 | $ (5,999,940) | ||||||
Assumption of private warrant liability from Newborn | (1,253,228) | (1,253,228) | ||||||||||
Merger recapitalization, net of share redemption of issuance costs (in Shares) | 8,060,418 | |||||||||||
Merger recapitalization, net of share redemption | 51,485,627 | $ 806 | 51,484,821 | |||||||||
Placement agent fee paid in common stock (in shares) | 208,532 | |||||||||||
Placement agent fee paid in common stock | 2,085,320 | $ 21 | 2,085,299 | |||||||||
PIPE offering, less issuance costs (in Shares) | 1,425,000 | |||||||||||
PIPE offering, less issuance costs | 14,247,500 | $ 143 | 14,247,357 | |||||||||
Notice of exercise of put option | (2,000,000) | (2,000,000) | ||||||||||
Issuance of warrants to Stonepeak and Evolve (As Restated) | 22,310,573 | 22,310,573 | ||||||||||
Issuance of options to purchase shares of common stock to Stonepeak and Evolve | 12,584,000 | 12,584,000 | ||||||||||
Exercise of stock options (in Shares) | 234,506 | |||||||||||
Exercise of stock options | 576,528 | $ 25 | 576,503 | |||||||||
Stock-based compensation | 4,219,989 | 4,219,989 | ||||||||||
Currency translation adjustment | 191,287 | [2] | 191,287 | |||||||||
Preferred dividends - non-controlling interest | (101,856) | (101,856) | ||||||||||
Accretion on redeemable non-controlling interests preferred shares | (261,505) | (261,505) | ||||||||||
Net loss | (74,617,312) | [1],[3] | (72,479,040) | (2,138,272) | ||||||||
Balances (in Shares) at Dec. 31, 2021 | [4] | 18,861,130 | 0 | |||||||||
Balance at Dec. 31, 2021 | [4] | $ 27,012,445 | [5] | $ 1,888 | $ 122,336,607 | $ 113,446 | $ (92,937,863) | $ (2,501,633) | $ 0 | |||
[1](1) See Note 2.[2]Note 2.[3]Note 2.[4]See Note 2.[5]Note 2. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Merger recapitalization, net of share redemption | $ 18,629 |
Issuance Costs Related to Preferred Stock | 5,979,675 |
Less issuance costs | $ 2,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Operating activities | ||||
Net loss | $ (74,617,312) | [1],[2] | $ (4,885,134) | |
Adjustments to reconcile to net loss to net cash used in operating activities | ||||
Depreciation and amortization | 167,558 | [1] | 164,986 | |
Share-based compensation | 4,219,989 | [1] | 599,535 | |
Financing costs | 46,771,276 | [1] | 0 | |
Beneficial conversion feature on convertible debenture | 427,796 | [1] | 37,497 | |
Convertible note issued for services | 0 | [1] | 28,000 | |
Accretion of discount on convertible notes | 0 | [1] | 94,500 | |
Accretion of discount on convertible debenture | 116,147 | [1] | 65,519 | |
Change in fair value of warrants liability | 312,400 | [1],[2] | 0 | |
Loss on disposal of asset | 1,326 | [1] | 0 | |
Gain on extinguishment of PPP Loan | (492,100) | [1] | 0 | |
Interest expense related to notes converted at discount | 0 | [1] | 97,144 | |
Noncash lease expense | 3,636 | [1] | 0 | |
Change in operating assets and liabilities | ||||
Accounts receivable | (887,697) | [1] | (187,090) | |
Inventory | (10,065,710) | [1] | (835,691) | |
Prepaid expenses and other assets | (693,756) | [1] | (71,423) | |
Accounts payable | 2,780,890 | [1] | 1,458,267 | |
Accrued expenses | 2,138,574 | [1] | 247,192 | |
Deferred revenue | 626,265 | [1] | 107,755 | |
Net cash used in operating activities | (29,190,718) | [1] | (3,078,943) | |
Investing activities | ||||
Proceeds from sale of property and equipment | 7,649 | [1] | 0 | |
Purchase of property and equipment | (273,124) | [1] | (22,504) | |
Net cash used in investing activities | (265,475) | [1] | (22,504) | |
Financing activities | ||||
Proceeds from issuance of convertible debenture | 0 | [1] | 4,000,000 | |
Proceeds from issuance of convertible notes | 0 | [1] | 988,500 | |
Proceeds from Newborn Escrow Account | 58,184,461 | [1] | 0 | |
Redemption of Newborn shares | (18,629) | [1] | 0 | |
Issuance costs related to reverse recapitalization and PIPE offering | (3,970,657) | [1] | 0 | |
Proceeds from PIPE offering | 14,250,000 | [1] | 0 | |
Repayment of Newborn sponsor loans | (487,500) | [1] | 0 | |
Repurchase of common stock from EDF | (6,000,000) | [1] | 0 | |
Newborn cash acquired | 50,206 | [1] | 0 | |
Purchase of stock from investor | (2,000,000) | [1] | 0 | |
Payment of financing costs | (1,000,000) | [1] | (263,565) | |
Payment of finance lease obligations | (5,839) | [1] | 0 | |
Proceeds from PPP/EIDL Loan | 0 | [1] | 652,000 | |
Repayment of EIDL Loan | 0 | [1] | (159,900) | |
Proceeds from exercise of stock options | 576,528 | [1] | 22,862 | |
Issuance Costs Related to Preferred Stock | (2,956,248) | |||
Issuance of Redeemable Preferred Stock | 3,138,000 | [1] | 0 | |
Payment of Preferred Stock dividends | (39,096) | [1] | 0 | |
Proceeds from shareholder loan | 0 | [1] | 75,000 | |
Repayment proceeds from shareholder loan | 0 | [1] | (75,000) | |
Net cash provided by financing activities | 59,721,226 | [1] | 5,239,897 | |
Effect of exchange rate on cash | 199,592 | [1] | (189,258) | |
Net increase in cash and restricted cash | 30,464,625 | [1] | 1,949,192 | |
Cash and restricted cash at beginning of year | 2,275,895 | [1] | 326,703 | |
Cash and restricted cash at end of year | [1] | 32,740,520 | 2,275,895 | |
Supplemental Disclosure of cash information: | ||||
Cash paid for interest | 0 | [1] | 0 | |
Cash paid for income taxes | 800 | [1] | 800 | |
Supplemental Disclosure of Noncash Financing Activity | ||||
Convertible notes issued in exchange for deferred salary liability to an officer | 0 | [1] | 471,129 | |
Issuance of convertible notes for services | 0 | [1] | 28,000 | |
Conversion option issued | 0 | [1] | 94,500 | |
Conversion of preferred stock to common stock | 1,679 | [1] | 0 | |
Conversion of debenture and accrued interest to common shares | 3,999,435 | [1] | 1,799,367 | |
Conversion of shares due to reverse recapitalization | 3,383 | [1] | 0 | |
Beneficial conversion feature | 0 | [1] | 97,144 | |
Issuance of common stock for merger success fee | 2,085,299 | [1] | 0 | |
Non-cash merger transaction costs | 2,085,299 | [1] | 0 | |
Accrued transaction costs related to reverse recapitalization | 189,434 | [1] | 0 | |
Issuance of private warrants | 1,253,228 | [1] | 0 | |
Forgiveness of PPP Loan | 492,100 | [1] | 0 | |
Issuance of Stonepeak and Evolve warrants | 30,234,000 | [1] | 0 | |
Issuance of Stonepeak and Evolve options | 12,584,000 | [1] | 0 | |
Preferred Stock | ||||
Financing activities | ||||
Issuance Costs Related to Preferred Stock | $ (2,956,248) | [1] | $ 0 | |
[1](1) See Note 2.[2]Note 2. |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business (a) Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), formerly known as NB Merger Corp., 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. (see Business Combination below). The Company owns 100% of Nuvve Corporation, a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid ("V2G") technology. Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe ™ ”) cloud-based software platform, that enables it to link multiple electric vehicle ("EV") batteries into a virtual power plant ("VPP") to provide bi-directional energy to the electrical grid in a qualified and secure manner. The VPP can generate revenue by selling or making available to utility companies excess energy when the price is relatively high or buying energy when the price is relatively low. The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand. This V2G technology was initially developed in 1996 by Dr. Willett Kempton, Ph.D, at the University of Delaware and is now being deployed for commercial use as a part of the management of fleets of electric vehicles, including buses. Nuvve’s technology is patent protected. Nuvve’s first commercial operation was proven in Copenhagen in 2016. Since then, Nuvve has established operations in the United States, the United Kingdom, France, and Denmark. In addition to Nuvve’s algorithms and software, Nuvve provides complete V2G solutions to its customers, including V2G bidirectional chargers which are preconfigured to work with Nuvve’s GIVe platform. The Company’s technology is compatible with several charger manufacturers both in DC (such as CHAdeMO, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and AC mode. (b) Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve Co (Nuvve Japan). Nuvve Corp. has three wholly owned subsidiaries: (1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, and (3) Nuvve LTD, a company registered in United Kingdom. In March 2020, following the establishment of its investment in Dreev in 2019 (Note 6), the Company ceased operations of its subsidiary, Nuvve SaS in France. The two employees of Nuvve SaS resigned from the Company in March 2020 and were concurrently hired by Dreev. Financial results for Nuvve SaS are included in the Company’s financial results through the cessation of operations. On August 4, 2021, the Company formed Levo Mobility LLC, a Delaware limited liability company ("Levo"), with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"). Levo is a consolidated entity of the Company. Please see Note 19 for a summary description of the key items of the Levo agreements, and Note 2 for the principles of consolidation. Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments. Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure. Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and support the grid when the EVs are not in use. For a fixed monthly payment with no upfront cost, Levo will provide the EVs, such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice. Levo will initially focus on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. 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 $92.9 million as of December 31, 2021. During the year ended December 31, 2021, the Company incurred a operating loss of $27.2 million and used $29.2 million of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure. The Company expects its cash and cash equivalents as of March 31, 2022 will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these consolidated financial statements. Management's expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Actual results could be different from management's estimates and should actual results be less favorable than these estimates management would ultimately need to take corrective steps to improve future operating results and its financial condition. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the company’s consolidated financial statements as of December 2021 and 2020, errors were identified relating to the following: (1) Unvested warrants issued to Stonepeak and Evolve in May 2021, as described in Note 19 , 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 a 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 Consolidated Balance Sheet as of December 31, 2021, and the Company's Consolidated Statements of Operations, and Consolidated Statements of Cash Flows for the year ended December 31, 2021: Consolidated Balance Sheet December 31, 2021 December 31, 2021 Assets As Previously Reported Adjustment As Restated Deferred financing costs $ 43,562,847 $ (43,562,847) $ — Total Assets $ 96,477,390 $ (43,562,847) $ 52,914,543 Warrants liability $ 866,000 $ 8,677,000 $ 9,543,000 Total Liabilities $ 14,323,199 $ 8,677,000 $ 23,000,199 Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 $ 2,885,427 $ 16,472 $ 2,901,899 Stockholders’ (Deficit) Equity Additional paid-in capital $ 127,138,504 $ (4,801,897) $ 122,336,607 Accumulated deficit $ (47,412,470) $ (45,525,393) $ (92,937,863) Nuvve Holding Corp. Stockholders’ Equity (Deficit) $ 79,841,368 $ (50,327,290) $ 29,514,078 Non-controlling interests $ (572,604) $ (1,929,029) $ (2,501,633) Total Stockholders’ Equity $ 79,268,764 $ (52,256,319) $ 27,012,445 Total Liabilities, Mezzanine equity and Stockholders’ Equity $ 96,477,390 $ (43,562,847) $ 52,914,543 Year Ended December 31, Year Ended December 31, 2021 2021 Consolidated Statements of Operations As Previously Reported Adjustment As Restated Financing costs $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 387,228 $ (699,628) $ (312,400) Total other income (expense), net $ 69,912 $ (47,454,422) $ (47,384,510) Loss before taxes $ (27,161,890) $ (47,454,422) $ (74,616,312) Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Less: Net loss attributable to non-controlling interests $ (209,243) $ (1,929,029) $ (2,138,272) Net loss attributable to Nuvve Holding Corp. $ (26,953,647) $ (45,525,393) $ (72,479,040) Less: Preferred dividends on redeemable non-controlling interests $ 101,856 $ — $ 101,856 Less: Accretion on redeemable non-controlling interests preferred shares $ 261,505 $ — $ 261,505 Net loss attributable to Nuvve Holding Corp. common stockholders $ (27,317,008) $ (45,525,393) $ (72,842,401) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (1.64) $ (2.73) $ (4.37) Year Ended December 31, Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Total Comprehensive loss $ (26,971,603) $ (47,454,422) $ (74,426,025) Less: Comprehensive loss attributable to non-controlling interests, net taxes $ (209,243) $ (1,929,029) $ (2,138,272) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ (26,398,999) $ (45,525,393) $ (71,924,392) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY As Previously Reported Adjustment As Restated Issuance of warranties to Stonepeak and Evolve $ 27,142,471 $ (4,831,898) $ 22,310,573 Net Loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Balance December 31, 2021 $ 79,268,764 $ (52,256,319) $ 27,012,445 Years Ended December 31, Years Ended December 31, 2021 2021 Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Adjustments to reconcile to net loss to net cash used in operating activities Financing costs $ — $ 46,771,276 $ 46,771,276 Change in fair value of warrants liability $ (387,228) $ 699,628 $ 312,400 Net cash used in operating activities $ (29,207,200) $ 16,482 $ (29,190,718) Investing activities Net cash used in investing activities $ (265,475) $ — $ (265,475) Financing activities Issuance Costs Related to Preferred Stock $ (2,939,766) $ (16,482) $ (2,956,248) Net cash provided by financing activities $ 59,737,708 $ (16,482) $ 59,721,226 Effect of exchange rate on cash $ 199,592 $ — $ 199,592 Net increase in cash and restricted cash $ 30,464,625 $ — $ 30,464,625 Cash and restricted cash at beginning of year $ 2,275,895 $ — $ 2,275,895 Cash and restricted cash at end of year $ 32,740,520 $ — $ 32,740,520 (b) Principles of Consolidation The 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 (see Note 19 for details), 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 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 consolidated statements of operations and "Non-controlling interests" in the consolidated balance sheets. See Note 20 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 VIE. The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets at December 31, 2021: December 31, 2021 Assets Cash $ 28,446 Total Assets $ 28,446 Liabilities and Mezzanine Equity Accrued expenses $ 116,754 Derivative liability - non-controlling redeemable preferred shares 511,948 Total Liabilities $ 628,702 (c) 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 also own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified outside of permanent equity in the Company’s consolidated balance sheets as mezzanine equity. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 20 for details. (d) Non-controlling interests The Company presents non-controlling interests as a component of equity on its 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 consolidated statements of operations. (e) Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly-owned subsidiary of the Company (the “Merger Sub”), Nuvve Corp., a Delaware corporation, and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp. On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly-traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Merger Sub merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”). Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 1,425,000 ordinary shares of Newborn, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 1,353,750 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one-tenth of one share of the Company’s common stock in accordance with its terms. Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.212403050 shares (the “Closing Exchange Ratio”) of the Company’s common stock, for an aggregate of 9,122,996 shares of the Company’s common stock. Each outstanding option to purchase Nuvve Corp.’s common stock (“Nuvve Options”) was assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Nuvve Corp.’s common stock subject to such option immediately prior to the effective time multiplied by the Closing Exchange Ratio, for an aggregate of 1,303,610 shares of the Company’s common stock, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Closing Exchange Ratio. The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness – see Note 11 ), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the year ending December 31, 2021, the Company’s revenue equaled or exceeded $30,000,000. The former Nuvve Corp. stockholders would have been entitled to a portion of the earn-out shares only if they continued to hold their shares of the Company’s common stock received in the Acquisition Merger through the earn-out payment date. As the Company's target revenue of $30,000,000 for the year ending December 31, 2021, was not met, the former stockholders of Nuvve Corp. were not entitled to receive up to the 4.0 million earn-out shares of the Company’s common stock. Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 12 ). As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors, five of whom were designated by Nuvve and two of whom were designated by Newborn. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 5,750,000 units at $10.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Public Warrant”), and one right automatically convertible into one-tenth of an ordinary upon completion of an initial business combination. Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $10.00 per unit in a private placement. Each unit in the private placement consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Private Warrant”), and one right automatically convertible into one-tenth of an ordinary share upon completion of an initial business combination. Newborn received net proceeds of approximately $57,989,380 from the public and private units. Upon closing of the initial public offering and the private placement, $57,500,000 was placed by Newborn in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). On the Closing Date of the Business Combination, the balance in the Trust Account was $58,471,961. After the closing of the Business Combination, and other transactions described above, including payment of $18,630 for redemptions of ordinary shares by Newborn stockholders, payment of transaction costs of $3,702,421, repayment of loans made by Newborn’s sponsor to Newborn of $487,500, repurchase of $6,000,000 in common shares held by EDF Renewables, and transfer into an escrow account with Silicon Valley Bank of $495,000 to cover the balance of the Company’s PPP Loan payable ( Note 11 ), the Company received total net proceeds from the Trust Account in cash of $47,768,410. Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. (f) 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. (g) 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 COVID-19 outbreak. (h) 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. Estimates and assumptions made by management include the impairment of intangible assets, estimated allowance for doubtful accounts receivable, the net realizable value of inventory, the grant date fair value of share-based payments, the fair value of notes payable conversion options, revenue recognition, the fair value of warrants, the fair value of the derivative liability - non-controlling redeemable preferred shares, realizability of the deferred financing costs, the recognition and disclosure of contingent liabilities. Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. (i) Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently remeasured at fair value. (j) Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. (k) 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. Pursuant to the Business Combination agreement, $495,000 of the proceeds received from Newborn’s trust account were required to be set aside in trust for the possible repayment of the Company’s Payroll Protection Plan (“PPP”) loan ( Note 11 ). The Company applied for forgiveness of the PPP loan. In June 2021, the PPP loan was fully forgiven and the $495,000 in trust was released to the Company. In May 2021, in connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease. This amount securing the letter of credit was recorded as restricted cash as of December 31, 2021. (l) Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Based on the analysis the Compa ny recorded an allowance for doubtful accounts as o f December 31, 2021, but did not record an allowance for doubtful accounts for December 31, 2020. See Note 7 for details. (m) Concentrations of Credit Risk At December 31, 2021 and 2020, 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 years ended December 31, 2021 and 2020, one customer accounted for 12.4%, and four customers in aggregate accounted for 62.3% of revenue, respectively. During the years ended December 31, 2021 and 2020, the Company's top five customers accounted for approximately 44.0% and 70.8%, respectively, o f the Company’s total revenue. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. At December 31, 2020, four customers in aggregate accounted for 70.4% of accounts receivable. Approximately 56.0% and 80.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2021 and 2020, respectively. The Company estimates |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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 years ended December 31: Years Ended December 31, 2021 2020 Revenue recognized over time: Services $ 797,127 $ 1,270,227 Grants 1,270,138 2,266,546 Products 2,123,500 672,924 Total revenue $ 4,190,765 $ 4,209,697 The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2021 expected to be re cognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2022 $ 324,953 2023 133,129 Thereafter 261,689 Total $ 719,771 During the year ended December 31, 2021, the Company recognized $358,161 of product revenue related to contracts with customers for which the Company determined that control of the equipment transferred to that customer. Of this amount, $220,000 was recorded within accounts receivable in the consolidated balance sheet as the Company expects to collect it in the short term. The remaining $138,141 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 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: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2021 Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested warrants (As Restated) (1) $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) (1) See Note 2. The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants ( Note 12 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: Private Warrants Stonepeak and Evolve unvested warrants Non-controlling redeemable preferred shares - derivative liability (As Restated) (1) Balance at December 31, 2020 $ — $ — $ — Assumed at closing of merger 1,253,228 — — — Initial fair value — 7,977,372 497,606 Total (gains) losses for period included in earnings $ (387,228) $ 699,628 $ 14,342 Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ 511,948 (1) See Note 2. The fair value of the level 3 Private Warrants was estimated at December 31, 2021 using the Black-Scholes model which used the following inputs: term of 4.2 years, risk free rate of 1.2%, no dividends, volatility of 54.0%, and strike price of $11.50. The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2021 using the M onte Carlo Simulation model which used the following inputs: terms range from 3.0 years to 7.0 years, risk free rate of 1.4%, no dividends, volatility of 53.0% and probability of redemptions triggered of 75.0%. There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2021 and 2020. 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. 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 warrants and securities purchase agreement to purchase shares of the Company’s common stock (see Note 12 for details) at the date of issuance of May 17, 2021: Series B Warrants Series C Warrants Series D Warrants Series E Warrants Series F Warrants Options Fair value (in millions) $12.8 $5.6 $4.8 $3.8 $3.2 $12.6 Valuation methodology Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Black Scholes Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6% 1.6% 1.6% 1.6% 1.6% 1.4% Exercise price $10.0 $15.0 $20.0 $30.0 $40.0 $50.0 Volatility 55.0% 55.0% 55.0% 55.0% 55.0% 57.0% Capital expenditure forecast (in millions) N/A $125.0 $250.0 $375.0 $500.0 N/A Probability of warrants vesting 100.0% 96.9% 87.7% 78.2% 69.9% N/A |
Derivative Liability - Non-Cont
Derivative Liability - Non-Controlling Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability - Non-Controlling Redeemable Preferred Stock | Derivative Liability - Non-Controlling Redeemable Preferred Stock The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock of Levo 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 of the redemption features are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics and risks of the redeemable preferred stock host instrument. The economic characteristics of the redemption features are considered more akin to an debt instrument because the minimum redemption value could be greater than the face amount of the preferred stock, the redemption features are contingently exercisable, and the preferred stock carry a fixed mandatory dividend. Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event. The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liability” financial statement line item of the Company’s consolidated statements of operations. For additional information on the non-controlling redeemable preferred stock, see Note 20 . The following table displays the fair value of derivatives by balance sheet line item at December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 511,948 $ — |
Investment in Dreev
Investment in Dreev | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Investment in Dreev | Investment in Dreev In October 2018, the Company entered into a Cooperation Framework Agreement (CFA) and in February 2019, the Company invested in an enterprise (the “Investment”) with EDF Pulse Croissance Holding (“EDF”), a related party (see Note 16 ), in which the companies incorporated an entity under the name of Dreev S.A.S., a société par actions simplifiée, organized in France (“Dreev”) in order to jointly develop and market V2G products in France, the UK, Belgium, and Italy (the “G4”). The Company licensed certain of its patents, know-how, and software copyrights (the “IP”) to Dreev to develop and commercialize the IP in the G4, with a promise to transfer the patents to Dreev in the future, in exchange for an initial 49% ownership stake in Dreev. Under the CFA, EDF has a call option to the ownership interest held by Nuvve under certain circumstances, and Nuvve has a put option on its ownership interest under certain circumstances. The Company determined that Dreev is a VIE; however, the Company determined that it was not the primary beneficiary of and therefore did not control Dreev. Although the Company did not maintain control over Dreev, it determined it was able to exercise significant influence concerning the Investment. Hence, the Company initially accounted for the Investment on the equity method of accounting. In October 2019, the Company sold 36% of its 49% equity interest in Dreev to EDF. The sale reduced the Company’s equity ownership in Dreev to approximately 13%. Accordingly, the Company discontinued accounting for its investment in Dreev under the equity method at that time, as the Company was no longer able to exercise significant influence over the operations of Dreev. Commencing in October 2018 and continuing through August 2020, the Company performed consulting services to Dreev related to transferring the IP, software development, and operations of Dreev. The consulting services were zero fo r the year ended December 31, 2021. The consulting services were $278,887 f or the year ended December 31, 2020. The consulting services were provided to Dreev at the Company’s cost and is recognized, net of consulting costs, as other income, net in the consolidated statements of operations. |
Account Receivables, Net
Account Receivables, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Account Receivables, Net | Account Receivables, Net The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at December 31, 2021 and 2020: As of December 31, 2021 2020 Trade receivables $ 1,949,896 $ 999,897 Less: allowance for doubtful accounts (63,188) — Accounts receivable, net $ 1,886,708 $ 999,897 Allowance for doubtful accounts: Balance December 31, 2019 $ — Provision — Write-off — Recoveries — Balance December 31, 2020 $ — Provision (63,188) Write-off — Recoveries — Balance December 31, 2021 $ (63,188) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the Company’s inventories balance by category: As of December 31, 2021 2020 DC Chargers $ 7,687,598 $ 842,122 AC Chargers 232,920 163,346 Vehicles - School Buses (1) 3,180,000 — Others 17,670 47,010 Total $ 11,118,188 $ 1,052,478 __________________ |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following table summarizes the Company’s property, plant and equipment balance at December 31, 2021 and 2020: As of December 31, 2021 2020 Computers & Servers $ 105,499 $ 1,426 Vehicles 168,862 156,745 Office furniture and equipment 161,771 — Others 6,050 — Total 442,182 158,171 Less: Accumulated Depreciation (85,988) (62,940) Property, plant and equipment, net $ 356,194 $ 95,231 As of December 31, 2021 2020 Depreciation expense $ 27,280 $ 26,139 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At both December 31, 2021 and 2020, 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 were $139,437 for each of the years ended December 31, 2021 and 2020. Accumulated amortization totaled $610,480 and $471,042 at December 31, 2021 and 2020, respectively. The net amount of intangible assets of $1,481,077 at December 31, 2021, will be amortized over the weighted average remaining life of 10.9 years . Total estimated future amortization expense is as follows: 2022 $ 139,437 2023 139,437 2024 139,437 2025 139,437 2026 139,437 Thereafter 783,892 $ 1,481,077 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of debt as of December 31, 2021 and 2020 : December 31, December 31, 6% Senior Secured Convertible Debenture $ — $ 4,000,000 Payroll Protection Plan loan — 492,100 — 4,492,100 Less: discount on convertible debenture — (198,046) Total debt - current $ — $ 4,294,054 6% Senior Secured Convertible Debenture Concurrently with the execution of the Merger Agreement between Nuvve Corp., the Company and Newborn ( Note 2 ), on November 12, 2020, entered into a 6% Senior Secured Convertible Debenture (the “Debenture” or “Bridge Loan”) and a related Securities Purchase Agreement, whereby Nuvve received a loan in the amount of $4,000,000 from a single investor (the “Investor”). The Bridge Loan was funded on November 17, 2020, and the Company received net proceeds of $3,736,435, after deduction of issuance costs of $263,565, which were recorded as debt discount. The maturity date of the Bridge Loan was May 17, 2021. Interest on the Bridge Loan of 6% per annum was due at maturity or conversion of the Note. At the consummation of the Business Combination and the related PIPE financing, the principal and interest earned on the Bridge Loan was automatically converted into shares of common stock of the Company based on a conversion price of $1.56, which was exchanged in the Business Combination transaction for shares of the Company. The Debenture was collateralized by all assets of the Company and each Subsidiary pursuant to the Security Agreement, dated as of November 17, 2020 between the Company, the Subsidiaries of the Company and the Investor. Interest expense on the Debenture for the year ended December 31, 2021 is $52,000 . There was no interest expense on the Debenture for the year ended December 31, 2020. Additionally, a beneficial conversion feature interest expense charge of $427,796 was recorded resulting from the conversion of the Bridge Loans. Convertible Notes Payable Beginning in July 2018 and at various dates thereafter, the Company issued convertible notes payable ("Notes"). The Notes accrued interest at 5% per annum. The Notes were due at various dates ranging from January 31, 2019 to December 1, 2021 (Maturity Dates) (if called) or earlier upon the closing of a qualified next equity financing, as defined in the agreement ("Next Equity Financing"), or an IPO or liquidation event. In the event of a Next Equity Financing, the Notes balance, including accrued interest, would convert into shares of common or preferred stock issued in connection with the financing, at the lower of a price equal to (a) 80% of the price paid by investors participating in the Next Equity Financing or (b) a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. In the event of conversion at maturity, a liquidation event or an IPO, the Notes balance, including accrued interest, would be converted to equity securities at a conversion rate based on a fixed dollar amount stated in the Notes contract divided by the fully diluted shares outstanding. On November 17, 2020, the Company entered into the 6% Senior Secured Convertible Debenture, which met the definition of a Next Equity Financing. Accordingly, as of November 17, 2020, the total principal and accrued interest on the Notes then outstanding were converted into a total of 1,529,225 shares of the Company's common stock. As a result, at both December 31, 2021 and December 31, 2020, the outstanding balance on the Notes was zero. The Next Equity Financing conversion options were identified as redemption features for accounting purposes. Accordingly, the redemption feature was bifurcated and recorded at estimated fair value. Since the Notes converted in November 2020, no amounts associated with the redemption feature are reflected in the consolidated balance sheets as of December 31, 2021 and December 31, 2020. Interest expense recognized on the Convertible Notes during the year ended December 31, 2021 was zero. Interest expense recognized on the Convertible Notes during the year ended December 31, 2020 was $271,136 . PPP and EIDL Loans In April 2020, the Company applied for, and in May 2020, the Company received a loan in the amount of $482,100 as a part of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act. The loan is also known as a Payroll Protection Program ("PPP") loan. The loan had a term of 2 years at an interest rate of 1% with principal and interest deferred for 6 months. The loan also was eligible for forgiveness if certain criteria were met. The Company applied for forgiveness of the PPP loan i n June 2021, and it was fully forgiven. The PPP loan forgiveness has been classified as a gain on extinguishment loan in Other income (expenses) in the consolidated statements of operations. Interest expense recognized on the PPP loan for the year ended December 31, 2021 was $1,607 . Interest expense recognized on the PPP loan for the year ended December 31, 2020 w as $3,214 . |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of December 31, 2021, the Company has authorized two classes of stock to be designated, respectively, 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”). Preferred Stock The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. No preferred stock of Nuvve Holding have been issued and or are outstanding. Common Stock General : The voting, dividend, liquidation, conversion, and stock split rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote. Voting : Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company. Dividends : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Company. Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend. Liquidation : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder. Warrants - Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement relating to the formation of a venture, Levo Mobility LLC, the Company issued to Stonepeak and Evolve a ten years warrants to purchase common stock (allocated 90% to Stonepeak and 10% to Evolve). See Note 19 for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were; series B: $12.8 million, series C: $5.6 million, series D: $4.8 million, series E: $3.8 million and series F: $3.2 million. The fair values of the 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. The 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 operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations. 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. Each of the Public Warrants and Private Warrants entitles the holder to purchase one-half of a share of Nuvve’s Common Stock at a price of $11.50 per share. The term of the warrants commenced on March 19, 2021, the date of completion of the Business Combination, and expire on March 19, 2026. The Company may redeem the Public Warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period. If the Company decides to redeem the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Public Warrants sold and issued in Newborn’s IPO, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. If an initial Business Combination is not consummated, the Public Warrants will expire and will be worthless. 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 ( Note 2 ), 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 ( Note 2 ), 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. The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2021 (there were no warrants outstanding at December 31, 2020): Number of Number of Exercise Expiration Public Warrants 2,875,000 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 500,000 $40.00 May 17, 2031 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 consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2021 in the amount of $866,000 and the change in the fair value of the Private Warrant for the year ended December 31, 2021 of is reflected as a gain of $387,228 in the 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 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. Put Option On March 19, 2021, the Closing Date of the Business Combination, EDF Renewables exercised its put option on the Company’s common shares held by them (see Note 2 ). As a result, on April 26, 2021, the Company reacquired 134,449 shares of the Company's Common Stock from EDF Renewables for $2,000,000 in cash, at a price per share of approximately $14.87 (the average closing price over the five trading days preceding the date of exercise). Securities Purchase Agreement On May 17, 2021, in connection with the signing of a letter of agreement relating to the formation of a venture, Levo Mobility LLC, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provides them from time to time between November 13, 2021 and November 17, 2028, with the option 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 Note 19 f or details. The grant-date fair value of the options to purchase shares of the Company’s common stock was $12.6 million, and is recorded in the consolidated balance sheets as equity in additional-paid-in capital, as it is indexed to the Company’s common stock and meets the conditions for equity classification. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan | 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 December 31, 2021, 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 December 31, 2021, a total of 1,333,558 shares of common stock remained available for future issuance under the 2020 Plan. Stock-based compensation expense for the years ended December 31, 2021 and 2020 are as follows Years Ended December 31, 2021 2020 Options $ 2,643,242 $ 599,535 Restricted stock 1,514,120 — Total $ 4,157,362 $ 599,535 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 year ended December 31, 2021 for the 2010 Plan and the 2020 Plan. 2010 Plan 2020 Plan Expected life of options (in years) (1) 6.0 6.0 Dividend yield (2) 0 % 0 % Risk-free interest rate (3) 1.02 % 1.02 % Volatility (4) 60.2 % 60.2 % __________________ (1) The expected life of options is the average of the contractual term of the options and the vesting period. (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. (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 year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2020 1,242,234 2.88 6.73 — Granted 81,775 8.71 — — Exercised (224,721) 2.47 — — Forfeited (61,444) 6.58 — — Expired/Cancelled (2,809) 2.78 — — Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,501 Options Exercisable at December 31, 2021 832,865 2.31 5.28 5,329,855 Option Vested at December 31, 2021 832,865 2.31 5.28 5,329,855 The weighted-average grant-date fair value of options granted during the year ended December 31, 2021 was $4.06. The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2020 — — — — Granted 1,797,450 12.85 9.27 — Exercised — — — — Forfeited (194,500) 10.15 — — Expired/Cancelled (100) 10.00 — — Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Options Exercisable at December 31, 2021 — — — — Option Vested at December 31, 2021 1,602,850 13.18 — — The weighted-average grant-date fair value of options granted during the year ended December 31, 2021 was $7.26. During the year ended December 31, 2021, 1,640,000 options were modified to lower the exercise price by $0.60 per share, which 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 year ended December 31, 2021, was $62,449 . Other Information: Years Ended December 31, 2021 2020 Amount received from option exercised $ 576,528 $ 22,862 December 31, 2021 Weighted average remaining recognition period Total unrecognized options compensation costs $ 10,430,700 3.15 No amounts relating to the 2010 Plan or 2020 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, 2020, and changes during the year ended December 31, 2021, is presented below: Shares Weighted- Nonvested at December 31, 2020 — — Granted 378,698 11.09 Vested/Release (9,775) 15.98 Cancelled/Forfeited (15,106) 9.93 Nonvested and Outstanding at December 31, 2021 353,817 11.00 As of December 31, 2021, there was $2,535,780 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 1.7 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax provision for the years ended December 31, 2021 and 2020 is summarized as follows: Years Ended December 31, 2021 2020 Federal $ — $ — State 1,000 1,000 Current income tax expense 1,000 1,000 Federal — — State — — Deferred income tax expense $ — $ — Provision for income tax $ 1,000 $ 1,000 The Company uses the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $36,920,000 and state net operating loss carryforwards of approximately $19,084,000 . Of the federal net operating loss carryforwards, $3,070,000 will begin to expire in 2034 , and the remainder do not expire. The state net operating loss carryforwards will begin to expire in 2034 . Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company believes that there has not been a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects that it will be able to utilize these tax attributes. Significant components of the Company’s deferred tax assets (liabilities) are as follows as of December 31: Years Ended December 31, 2021 2020 (Restated) (1) Basis difference in equity investment $ (576,523) $ (660,140) Accrued liabilities and other 1,007,644 144,332 Right-of-use assets (845,240) — Lease liabilities 845,240 — Net operating losses 9,953,429 5,257,099 Net deferred tax assets (liabilities) before valuation allowance 10,384,550 4,741,291 Valuation allowance (10,384,550) (4,741,291) Net deferred tax assets (liabilities) $ — $ — (1) See Note 2.. A valuation allowance of $10,384,550 as of December 31, 2021, has been established against the Company’s deferred tax assets as realization of such assets is uncertain. The valuation allowance increased by $5,643,259 during the year ended December 31, 2021. The Company’s effective tax rate is different from the federal statutory rate of 21% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. As of December 31, 2021, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company does not anticipate material unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income tax as well as various states income tax. The Company’s income tax returns are open to audit under the statute of limitations for the years ended December 31 , 2018 through 2021. The reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to income is as follows: Years Ended December 31, 2021 2020 Federal income tax at statutory rate $ (15,669,426) $ (1,025,668) State income tax, net of federal benefit (776,843) (177,245) Stock compensation 452,444 180,050 Change in fair value of warrants 65,604 — 162(m) excess compensation 237,247 — Financing costs 9,413,411 — Change in valuation allowance 5,643,259 869,487 Other 635,304 154,376 Income tax expense $ 1,000 $ 1,000 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 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 years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 (As Restated) (1) Net loss attributable to Nuvve Holding Corp. common stockholders $ (72,842,401) $ (4,885,134) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 16,654,495 8,821,226 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (4.37) $ (0.55) (1) See Note 2. 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: Years Ended December 31, 2021 2020 Stock options issued and outstanding 2,424,410 1,106,798 Nonvested restricted stock issued and outstanding 709,263 — Public warrants 3,033,548 — Private warrants 143,764 — PIPE warrants 1,428,405 — Stonepeak and Evolve warrants 5,029,412 — Stonepeak and Evolve options 4,191,176 — Convertible notes payable — 145,551 Total 16,959,978 1,252,349 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties At March 31, 2020, the Company had accrued compensation payable to an officer and director totaling $471,129. On August 11, 2020, the Board of Directors of the Company approved the conversion of the compensation payable into a convertible note ( Note 11 ). On November 17, 2020, convertible note was converted to common stock ( Note 11 ). 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 2020, the Company engaged a stockholder for consulting services. During the years ended December 31, 2021 and 2020 no amounts were paid to the stockholder for these services. As of December 31, 2021 and 2020, there was zero and $42,500, respectively, due to the stockholder is included in accounts payable in the accompanying consolidated balance sheets. During the year ended December 31, 2021, the Company recognized re venue of $399,620 from an entity that is an investor in the Company. During the year ended December 31, 2020, the Company recognized revenue of $621,330 from the same entity that is an investor in the Company. The Company had a balance of accounts receivable of zero each at December 31, 2021 and December 31, 2020, 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. The parties are committed to purchase/sell the shares on or before April 23, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 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 2031 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. Main Office Lease On May 16, 2021, the Company entered into a ten years lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease required the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced in December 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company's pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term starting with the second month of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease, and this amount is recorded as restricted cash. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 3,483,042 Finance lease assets Property, plant and equipment, net 25,664 Total lease assets $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 3,441,642 Finance lease liabilities - current Other liabilities - current 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 18,860 Total lease liabilities $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Classification 2021 Operating lease expense Selling, general and administrative $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 2,998 Interest on finance lease liabilities Interest expense 3,636 Total lease expense $ 226,346 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2021 December 31, 2021 2022 $ 125,783 $ 7,634 2023 514,377 7,586 2024 529,807 7,586 2025 545,703 7,586 2026 562,074 1,897 Thereafter 3,017,861 — Total lease payments 5,295,605 32,289 Less: interest (1,812,338) (5,907) Total lease obligations $ 3,483,267 $ 26,382 Lease term and discount rate: December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.9 Finance lease 4.5 Weighted-average discount rate: Operating lease 7.8% Finance lease 7.8% Other Information: Years Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 100,292 Operating cash flows from finance leases $ 3,636 Financing cash flows from finance leases $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 3,508,706 Leased assets obtained in exchange for new operating lease liabilities $ — Disclosures related to periods prior to adoption of ASU 2016-02 Rent expenses paid for the year ended December 31, 2020, wa s $334,350. The minimum annual payments under operating leases as of December 31, 2020 was $139,843. |
Leases | 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 2031 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. Main Office Lease On May 16, 2021, the Company entered into a ten years lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California. The lease terms include 3% annual fixed increases in the base rental payment. Also, the lease required the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs. The lease term commenced in December 2021. The monthly base rent will be abated for the second through and including the eleventh full calendar months of the term and the Company's pro rata share of certain operating expenses will be abated for the first twelve full calendar months of the lease term starting with the second month of the lease term. The Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease, and this amount is recorded as restricted cash. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 3,483,042 Finance lease assets Property, plant and equipment, net 25,664 Total lease assets $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 3,441,642 Finance lease liabilities - current Other liabilities - current 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 18,860 Total lease liabilities $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Classification 2021 Operating lease expense Selling, general and administrative $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 2,998 Interest on finance lease liabilities Interest expense 3,636 Total lease expense $ 226,346 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2021 December 31, 2021 2022 $ 125,783 $ 7,634 2023 514,377 7,586 2024 529,807 7,586 2025 545,703 7,586 2026 562,074 1,897 Thereafter 3,017,861 — Total lease payments 5,295,605 32,289 Less: interest (1,812,338) (5,907) Total lease obligations $ 3,483,267 $ 26,382 Lease term and discount rate: December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.9 Finance lease 4.5 Weighted-average discount rate: Operating lease 7.8% Finance lease 7.8% Other Information: Years Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 100,292 Operating cash flows from finance leases $ 3,636 Financing cash flows from finance leases $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 3,508,706 Leased assets obtained in exchange for new operating lease liabilities $ — Disclosures related to periods prior to adoption of ASU 2016-02 Rent expenses paid for the year ended December 31, 2020, wa s $334,350. The minimum annual payments under operating leases as of December 31, 2020 was $139,843. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Deferred Compensation The Company had deferred compensation for two of its founders earned by them during the first five years of the Company's operations, which was payable upon successful completion of a purchase of the Company or an initial public offering. As a result, the Company was committed to pay one of the founders an amount equivalent to 1% of the value of the Company as of the date the Merger transaction closed, which amounted to approximately $1,548,347. The Company is committed to pay the other founder an amount equivalent to 100% of his current base salary at the date the Merger transaction closed, which amounts to approximately $260,000. No deferred compensation amount was accrued at December 31, 2020 related to these commitments as they were contingent upon the successful close of the Merger transaction. The Company recognized $1,808,347 in compensation expense related to these payments during the three months ended March 2021. The deferred compensation was paid to the founders in April 2021. (b) 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 and purchase commitments and contingencies . 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. During the year ended December 31, 2021, the Company paid $496,666 of costs associated with the departures of former employees. (c) 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 each of the years ended December 31, 2021 and 2020, $400,000 was paid under the research agreement. In October 2021, the research agreement was renewed for one year through August 2022. At December 31, 2021, we have $266,667 remaining to be paid under the renewed agreement. (d) In-Licensing 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 December 31, 2021 and December 31, 2020, 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) whereby all 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 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 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 December 31, 2021, no royalty expenses had been incurred under this agreement. (e) Investment The Company is committed to possible future additional contributions to the Investment in Dreev ( Note 6 ) in the amount of $270,000. (f) Reimbursement of Legal Fees On October 5, 2020, the Company entered into an agreement with an investor whereby the Company agreed to reimburse the investor for certain legal fees, up to approximately $96,000 , associated with a license agreement between the parties. The reimbursement is payable upon the completion by the Company of an equity financing or the completion of the licensing agreement. No legal fees have been accrued or paid under this agreement through December 31, 2021. (g) Purchase Commitments On July 20, 2021, Nuvve issued a purchase order (“PO”) to a supplier for 250 DC Chargers, for a total amount 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. On December 23 and December 27, 2021, Nuvve received a partial shipment of 80 of the DC Chargers, for which Nuvve paid $3.1 million . The delivered DC Chargers did not fully conform to required software and hardware specifications. The supplier is in the process of bringing the delivered DC Chargers into full conformance and the parties are negotiating a revised PO for the delivery of the remaining DC Chargers subject to the original PO. In the event Nuvve and the supplier are unable to agree to a revised PO, Nuvve believes it has duly terminated the original PO, based on Nuvve's belief that the supplier failed to timely delivery conforming DC Chargers. The supplier asserts, however, that the original PO was non-cancellable and non-refundable, notwithstanding such alleged breach. Nuvve believes the supplier’s position does not have merit and Nuvve would defend itself vigorously should any proceeding result from such dispute. However, the outcome of any such proceeding would be inherently uncertain, and there can be no assurance that Nuvve would prevail. The amount and/or timing of any liability resulting from such a proceeding is not reasonably estimable at this time. |
Levo Mobility LLC Entity
Levo Mobility LLC Entity | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Levo Mobility LLC Entity | Levo Mobility LLC Entity Stonepeak and Evolve Initial Term Sheet On May 17, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”), relating to the formation of an entity, Levo Mobility LLC, a Delaware limited liability company. Pursuant to the Letter Agreement, the parties agreed to negotiate in good faith to finalize and enter into definitive agreements to form an entity, which happened on August 4, 2021. Under the terms of the Letter Agreement, Levo will utilize the Company’s proprietary V2G technology and the capital from Stonepeak and Evolve to help accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts nationwide through “V2G hubs” and Transportation as a Service ("TaaS"). Also, under the terms of the Letter Agreement, Stonepeak and Evolve will fund acquisition and construction costs up to an aggregate conditional capital commitment of $750 million. Stonepeak and Evolve will have the option to upsize their conditional capital commitments when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures. In connection with the signing of the Letter Agreement, the Company issued to Stonepeak and Evolve the following ten years warrants (the “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. In connection with the signing of the Letter Agreement, 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. • Under the RRA, the Company granted Stonepeak and Evolve demand and piggyback registration rights relating to the sale of the Warrants and the shares of the Company’s common stock issuable pursuant to the Warrants and the SPA. The Letter Agreement further requires that the Company use its reasonable best efforts to obtain stockholder approval of the issuance of shares of the Company’s common stock under the Warrants and SPA. On June 30, 2021, the stockholders of the Company, at a special meeting, approved the issuance of shares of the Company’s common stock under the Warrants and SPA. See Note 12 for detail of the accounting of the Warrants and SPA. Stonepeak and Evolve Definitive Agreements On August 4, 2021, the Company formed an entity, 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,” and together with Stonepeak, the “Investors”). In connection with the Levo formation on August 4, 2021, (the "Formation Date"), the Company’s wholly owned operating subsidiary, Nuvve Corporation (“Nuvve”), Stonepeak and Evolve entered into an Amended and Restated Limited Liability Company Agreement for Levo (the “Levo LLCA”); the Company and Levo entered into a Development Services Agreement (the “DSA”); the Company, Stonepeak, Evolve and Levo entered into a Parent Letter Agreement (the “PLA”); the Company and Stonepeak entered into a Board Rights Agreement (the “BRA”); and the Company and Levo entered into an Intellectual Property License and Escrow Agreement (the “IP License and Escrow Agreement”). The terms of the agreements were substantially consistent with the proposed terms set forth in the letter agreement between the parties signed on May 17, 2021. Pursuant to the Levo LLCA, Stonepeak and Evolve agreed to make capital contributions to Levo in an aggregate amount of up to $750.0 million (which may be increased up to $1.0 billion) to finance Levo’s business subject to project approval process as outlined under the terms of the definitive agreements. Levo LLCA The Levo LLCA governs the affairs of Levo and the conduct of its business. The membership interests authorized by the Levo LLCA consist of Class A Common Units, Class B Preferred Units, Class C Common Units and Class D Incentive Units. On the Formation Date and the signing of the Levo LLCA, Levo issued 510,000 Class A Common Units to the Company, 2,801 Class B Preferred Units to Stonepeak and Evolve, and 490,000 Class C Common Units to Stonepeak and Evolve. Stonepeak and Evolve agreed to pay to Levo an aggregate purchase price of $2.8 million for the Class B Preferred Units and the Class C Common Units. Stonepeak and Evolve will receive additional Class B Preferred Units for each $1,000 in additional capital contributions made by them. The Class B Preferred Units have an initial liquidation preference of $1,000 per unit and are entitled to cumulative preferred distributions at a rate of 8.0% of the liquidation preference per annum, payable quarterly. Available cash will be distributed quarterly, first, to the Class B Preferred Unit holders to pay the preferred distributions for such quarter; second, to the Class B Preferred Unit holders to pay all amounts due and unpaid on such units (including accumulated and unpaid preferred distributions); third, until the liquidation preference of the Class B Preferred Units is reduced to $1.0, to the both Class B Preferred Unit holders and the Common Unit holders, with the percentage allocation between them varying based on a leverage ratio; and thereafter, to the Common Unit holders. Distributions on the Class B Preferred Units in excess of the preferred distributions will reduce the liquidation preference of the Class B Preferred Units. Until the completion of the first full twelve fiscal quarters after Stonepeak and Evolve have made aggregate capital contributions of at least $50.0 million, Levo may elect to pay the preferred distributions in cash or in kind. The Class D Incentive Units are profits interests intended to provide incentives to certain key employees and service providers of Levo, its members and its affiliates. The Class D Incentive Unit holders will receive certain distributions from and after the time that the Class B Preferred Unit holders have received a target return on their investment and the Common Unit holders have received a return of their capital contributions. As of December 31, 2021, no Class D Incentive Units have been issued. At the earliest to occur of August 4, 2028, a fundamental change (which includes, for example, a change of control of the Company or Nuvve, certain changes in ownership of Levo, a sale of all or substantially all of Levo’s assets, or an initial public offering or direct listing of Levo) (a “Fundamental Change”) or a trigger event (which includes, for example, a failure to pay quarterly distributions or a material breach by the Company of its obligations under the transaction documents) (a “Trigger Event”), Stonepeak will have the option to cause Levo to redeem the Class B Preferred Units in whole or in part from time to time at a redemption price equal to the greater of the liquidation preference, a price based on a 12.5% internal rate of return, and a price based on a 1.55 multiple on invested capital. At any time following the earliest to occur of August 4, 2028 and a Trigger Event, Stonepeak has the right to cause a sale of Levo. In addition, at any time following the earliest to occur of August 4, 2023, the date on which Levo has entered into contracts with third parties to spend at least $500.0 million in aggregate capital expenditures, and a Trigger Event, Stonepeak has the right to effect an underwritten initial public offering of Levo. Levo is managed by a board of managers consisting of nine managers, of whom (i) five were appointed by Nuvve, (ii) for so long as any Class B Preferred Units remain outstanding or Stonepeak owns at least 10.0% or more of the issued and outstanding Common Units, three were appointed by Stonepeak, and (iii) one is an independent manager. For so long as Evolve owns more than 2.0% of the issued and outstanding Common Units, Evolve will have the right to designate one person to act as an observer at all meetings of the board of managers, subject to certain limited exceptions. Certain specified actions will require the approval of at least one of the Stonepeak managers, the representative of the Class B Preferred Unit holders and/or Evolve. The Company and its affiliates are required to present to Levo all investment or business opportunities in North America they become aware of and desire to pursue, to the extent such investment or business opportunities are within the scope of, primarily relate to or compete with, Levo’s business, and shall not pursue any such business opportunity, subject to certain exceptions, during the period ending on the earliest to occur of the funding of the full commitment amount (generally $750.0 million, subject to increase or decrease in accordance with the Levo LLCA), the end of the commitment period (generally August 4, 2024, subject to reduction or extension in certain circumstances) or a monetization event (including, for example, an underwritten initial public offering or sale of Levo). The Levo LLCA includes other customary provisions for an agreement of its type, including tag-along rights, a right of first offer on transfers, and drag-along rights. DSA Under the DSA, the Company or one of its affiliates will provide certain services to Levo and its subsidiaries, including operational, commercial, research and development, engineering, business development, legal, regulatory, accounting, treasury, and finance services. As payment for the services, for the initial development period commencing on August 4, 2021 and running through the date that Levo has entered into contracts with third parties to spend at least $25.0 million, in the aggregate, of capital expenditures relating to qualifying business opportunities, Levo will pay the Company an amount equal to 49.0% of its budgeted out-of-pocket and general and administrative expenses allocable to the provision of the services, and a fixed monthly general and administrative fee. After the expiration of the initial development period, Levo will pay the Company an amount equal to 100.0% of its budgeted out-of-pocket and general and administrative expenses allocable to the provision of the services, and a fixed monthly general and administrative fee. DSA payments are eliminated upon consolidation. The DSA may be terminated under certain conditions, including by Levo for convenience upon 30 days’ written notice, by either party upon written notice to the other party upon a material uncured breach of the DSA, by the Company on 90 days’ written notice if no business opportunities have been approved during the commitment period under the Levo LLCA, or by either party upon 30 days’ notice following the earliest of the 3 rd anniversary of Levo’s initial public offering, the 3 rd anniversary of the date the Comapny ceases to own any Levo equity interests, and the 5 th anniversary of the date the Company ceases to have the right to designate a majority of Levo’s board of managers. PLA The PLA includes, among other provisions, certain restrictive covenants with respect to Levo’s business, including a business opportunities covenant applicable to the Company that is identical to the one in the Levo LLCA described above, and a covenant granting Stonepeak a right of first offer to participate in certain future financing transactions of Levo. In addition, the Company agreed to reimburse each of Stonepeak and Evolve for a portion of their out-of-pocket expenses incurred in connection with the due diligence, documentation and negotiation of the agreements. BRA Under the BRA, so long as the Investors beneficially own any Class B Preferred Units or at least 10.0% of the Company’s common stock, Stonepeak has the right to designate two individuals to act as observers at all meetings of the Company’s board of directors. In addition, for so long as the Investors beneficially own at least 10.0% of the Company’s common stock, Stonepeak has the right to designate one individual for appointment as a member of the Company’s board of directors and as a member of one committee of the board of directors (or two committees, if the Investors beneficially own at least 15.0% of the Company’s common stock, or all committees, if the Investors beneficially own at least 25.0% of the Company’s common stock). Any such designee must meet certain qualification requirements. IP License and Escrow Agreement The IP License and Escrow Agreement provides that (i) certain intellectual property of the Company used in Levo’s business will be deposited into escrow, to be released to Levo upon the occurrence of certain specified release events (including, for example, certain circumstances in which the Company ceases to provide the services under the DSA and certain bankruptcy-related events), and (ii) the Company will grant a license to such intellectual property to Levo, which may be exercised solely after the occurrence of one of the specified release events. If (i) one of the specified release events has occurred, (ii) Stonepeak and Evolve have made capital contributions to Levo of at least $1.0 billion in respect of Class B Preferred Units or the commitment period has expired, and (iii) the Company and its subsidiaries no longer own any equity interests in Levo, from and after such time and for so long as the license subsists and the intellectual property remains proprietary, Levo shall pay the Company (or its successor) a royalty on all vehicle-to-grid net revenue generated by or on behalf of or otherwise attributable to Levo and its affiliates and sublicensees from assets acquired or developed by Levo and its sublicensees. The foregoing summaries of the Levo LLCA, the DSA, the BRA and the IP License and Escrow Agreement are qualified in their entirety by reference to the text of such agreements. Please refer to Exhibit 10.17, Exhibit 10.18, Exhibit 10.19, Exhibit 10.20 and Exhibit 10.21 in this Annual Report on Form 10-K for the full text of the agre ements. Reimbursement of Out-of-Pocket Expenses As part of the initial transaction agreement, the Company was responsible for the first $900,000 of Stonepeak’s out-of-pocket expenses, and the first $100,000 of Evolve’s out-of-pocket expenses. To the extent that the out-of-pocket expenses exceeded those levels, Levo as a separate entity would have borne all excess amounts. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | 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 consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s 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 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 December 31, 2021, Levo had accrued preferred dividends of $62,760 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 December 31, 2021, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 62,760 $ 3,200,760 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. See Note 5 for detail disclosure of the derivative liability. The redeemable preferred stock has been classified as mezzanine equity and deferred financing costs, 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 carrying 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. As of December 31, 2021, Levo has accreted $261,505 resulting in the carrying value of the the redeemable preferred stock of $2,901,899. The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets at December 31, 2021: December 31, 2021 (As Restated) (1) Add: net loss attributable to non-controlling interests as of December 31, 2021 $ (2,138,272) Less: dividends paid or accrued to non-controlling interests as of December 31, 2021 101,856 Less: Preferred share accretion adjustment 261,505 Non-controlling interests $ (2,501,633) The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s consolidated statements of operations as of December 31, 2021: December 31, 2021 (As Restated) (1) Net loss attributable to non-controlling interests $ (2,138,272) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, 2021 (As Restated) (1) Beginning balance - December 31, 2020 $ — Beginning redemption value (at fair value) 3,138,000 Less: Non-controlling redeemable preferred shares - embedded derivatives 497,606 Adjusted initial carrying value 2,640,394 Preferred share Accretion adjustment 261,505 Ending balance - December 31, 2021 $ 2,901,899 |
Supplementary Quarterly Data (U
Supplementary Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Selected Quarterly Financial Information [Abstract] | |
Supplementary Quarterly Data (Unaudited) | Supplementary Quarterly Data (unaudited) The following tables summarize the effect of the adjustments described in Note 2 on the Company's Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows for the quarters ended June 30, 2021 and September 30, 2021: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2021 2021 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ (43,818,000) $ (43,818,000) $ — $ (43,818,000) $ (43,818,000) Change in fair value of warrants liability $ (351,602) $ (3,145,628) $ (3,497,230) $ 70,228 $ (3,145,628) $ (3,075,400) Total other (expense) income, net $ 154,058 $ (46,963,628) $ (46,809,570) $ (133,776) $ (46,963,628) $ (47,097,404) Loss before taxes $ (6,186,306) $ (46,963,628) $ (53,149,934) $ (11,548,026) $ (46,963,628) $ (58,511,654) Net loss $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss attributable to Nuvve Holding Corp. $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss attributable to Nuvve common stockholders $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.33) $ (2.52) $ (2.85) $ (0.79) $ (3.23) $ (4.02) Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ (2,936,794) $ (2,936,794) $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 557,000 $ 3,158,000 $ 3,715,000 $ 627,228 $ 12,372 $ 639,600 Total other (expense) income, net $ 478,394 $ 221,206 $ 699,600 $ 344,618 $ (46,742,422) $ (46,397,804) Loss before taxes $ (6,968,282) $ 221,206 $ (6,747,076) $ (18,516,308) $ (46,742,422) $ (65,258,730) Net loss $ (6,968,282) $ 221,206 $ (6,747,076) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Net loss attributable to non-controlling interests $ (130,837) $ (1,929,030) $ (2,059,867) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (6,837,445) $ 2,150,236 $ (4,687,209) $ (18,386,471) $ (44,813,392) $ (63,199,863) Less: Preferred dividends on redeemable non-controlling interests $ 39,096 $ — $ 39,096 $ 39,096 $ — $ 39,096 Less: Accretion on redeemable non-controlling interests preferred shares $ 100,039 $ — $ 100,039 $ 100,039 $ — $ 100,039 Net loss attributable to Nuvve common stockholders $ (6,976,580) $ 2,150,236 $ (4,826,344) $ (18,525,606) $ (44,813,392) $ (63,338,998) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.37) $ 0.11 $ (0.26) $ (1.16) $ (2.82) $ (3.98) Six Months Ended June 30, Six Months Ended June 30, 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss $ (11,549,026) $ (46,963,628) $ (58,512,654) Financing costs $ — $ 43,818,000 $ 43,818,000 Change in fair value of warrants liability $ (70,228) $ 3,145,628 $ 3,075,400 Net cash used in operating activities $ (13,413,426) $ — $ (13,413,426) Nine Months Ended September 30, Nine Months Ended September 30, 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss (18,517,308) (46,742,422) (65,259,730) Financing costs — 46,754,794 46,754,794 Change in fair value of warrants liability (627,228) (12,372) (639,600) Net cash used in operating activities (23,478,507) — (23,478,507) The above restated amounts for the quarters ended June 30, 2021 and September 30, 2021, will be included in the amended Forms 10-Q for the quarters ended June 30, 2022 and September 30, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Business Combination between Newborn, a Special Purpose Acquisition Company (“SPAC”), the Company, prior to the Business Combination a wholly owned subsidiary of Newborn, and Nuvve Corp., prior to the Business Combination a privately held operating company, pursuant to which the Company acquired the outstanding shares of Nuvve Corp. (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp. issuing stock for the net assets of Newborn, accompanied by a recapitalization. The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated to reflect the exchange ratio established in the Business Combination. 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 $92.9 million as of December 31, 2021. During the year ended December 31, 2021, the Company incurred a operating loss of $27.2 million and used $29.2 million of cash in operations. The Company continues to expect to generate operating losses and negative cash flows and may need additional funding to support its planned operating activities through profitability. The transition to profitability is dependent upon the successful expanded commercialization of the Company's GIVe platform and the achievement of a level of revenues adequate to support its cost structure. The Company expects its cash and cash equivalents as of March 31, 2022 will be sufficient to fund current planned operations for at least the next twelve months from the date of issuance of these consolidated financial statements. Management's expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Actual results could be different from management's estimates and should actual results be less favorable than these estimates management would ultimately need to take corrective steps to improve future operating results and its financial condition. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the company’s consolidated financial statements as of December 2021 and 2020, errors were identified relating to the following: (1) Unvested warrants issued to Stonepeak and Evolve in May 2021, as described in Note 19 , 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 a 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 Consolidated Balance Sheet as of December 31, 2021, and the Company's Consolidated Statements of Operations, and Consolidated Statements of Cash Flows for the year ended December 31, 2021: Consolidated Balance Sheet December 31, 2021 December 31, 2021 Assets As Previously Reported Adjustment As Restated Deferred financing costs $ 43,562,847 $ (43,562,847) $ — Total Assets $ 96,477,390 $ (43,562,847) $ 52,914,543 Warrants liability $ 866,000 $ 8,677,000 $ 9,543,000 Total Liabilities $ 14,323,199 $ 8,677,000 $ 23,000,199 Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 $ 2,885,427 $ 16,472 $ 2,901,899 Stockholders’ (Deficit) Equity Additional paid-in capital $ 127,138,504 $ (4,801,897) $ 122,336,607 Accumulated deficit $ (47,412,470) $ (45,525,393) $ (92,937,863) Nuvve Holding Corp. Stockholders’ Equity (Deficit) $ 79,841,368 $ (50,327,290) $ 29,514,078 Non-controlling interests $ (572,604) $ (1,929,029) $ (2,501,633) Total Stockholders’ Equity $ 79,268,764 $ (52,256,319) $ 27,012,445 Total Liabilities, Mezzanine equity and Stockholders’ Equity $ 96,477,390 $ (43,562,847) $ 52,914,543 Year Ended December 31, Year Ended December 31, 2021 2021 Consolidated Statements of Operations As Previously Reported Adjustment As Restated Financing costs $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 387,228 $ (699,628) $ (312,400) Total other income (expense), net $ 69,912 $ (47,454,422) $ (47,384,510) Loss before taxes $ (27,161,890) $ (47,454,422) $ (74,616,312) Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Less: Net loss attributable to non-controlling interests $ (209,243) $ (1,929,029) $ (2,138,272) Net loss attributable to Nuvve Holding Corp. $ (26,953,647) $ (45,525,393) $ (72,479,040) Less: Preferred dividends on redeemable non-controlling interests $ 101,856 $ — $ 101,856 Less: Accretion on redeemable non-controlling interests preferred shares $ 261,505 $ — $ 261,505 Net loss attributable to Nuvve Holding Corp. common stockholders $ (27,317,008) $ (45,525,393) $ (72,842,401) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (1.64) $ (2.73) $ (4.37) Year Ended December 31, Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Total Comprehensive loss $ (26,971,603) $ (47,454,422) $ (74,426,025) Less: Comprehensive loss attributable to non-controlling interests, net taxes $ (209,243) $ (1,929,029) $ (2,138,272) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ (26,398,999) $ (45,525,393) $ (71,924,392) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY As Previously Reported Adjustment As Restated Issuance of warranties to Stonepeak and Evolve $ 27,142,471 $ (4,831,898) $ 22,310,573 Net Loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Balance December 31, 2021 $ 79,268,764 $ (52,256,319) $ 27,012,445 Years Ended December 31, Years Ended December 31, 2021 2021 Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Adjustments to reconcile to net loss to net cash used in operating activities Financing costs $ — $ 46,771,276 $ 46,771,276 Change in fair value of warrants liability $ (387,228) $ 699,628 $ 312,400 Net cash used in operating activities $ (29,207,200) $ 16,482 $ (29,190,718) Investing activities Net cash used in investing activities $ (265,475) $ — $ (265,475) Financing activities Issuance Costs Related to Preferred Stock $ (2,939,766) $ (16,482) $ (2,956,248) Net cash provided by financing activities $ 59,737,708 $ (16,482) $ 59,721,226 Effect of exchange rate on cash $ 199,592 $ — $ 199,592 Net increase in cash and restricted cash $ 30,464,625 $ — $ 30,464,625 Cash and restricted cash at beginning of year $ 2,275,895 $ — $ 2,275,895 Cash and restricted cash at end of year $ 32,740,520 $ — $ 32,740,520 |
Principles of Consolidation | Principles of ConsolidationThe 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 | 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 (see Note 19 for details), 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 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 consolidated statements of operations and "Non-controlling interests" in the consolidated balance sheets. See Note 20 |
Noncontrolling Interest | 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 also own 49% of Levo common units. The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement. As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified outside of permanent equity in the Company’s consolidated balance sheets as mezzanine equity. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 20 for details. (d) Non-controlling interests The Company presents non-controlling interests as a component of equity on its 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 consolidated statements of operations. 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 consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s 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 consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. |
Business Combination | Business Combination The Company is party to a merger agreement (as amended, the “Merger Agreement”), dated as of November 11, 2020 and amended as of February 20, 2021, by and among Newborn, a Cayman Islands company, the Company, a Delaware corporation and prior to the Business Combination a wholly owned subsidiary of Newborn, Nuvve Merger Sub Inc., a Delaware corporation and prior to the Business Combination a wholly-owned subsidiary of the Company (the “Merger Sub”), Nuvve Corp., a Delaware corporation, and Ted Smith, an individual, as the representative of the stockholders of Nuvve Corp. On March 16, 2021, Newborn held an extraordinary general meeting of its shareholders, at which Newborn’s shareholders approved the Business Combination, along with certain other related proposals. On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination. Pursuant to the Merger Agreement, the Business Combination was effected in two steps: (i) Newborn reincorporated to the State of Delaware by merging with and into the Company, with the Company surviving as the publicly-traded entity (the “Reincorporation Merger”); and (ii) immediately after the Reincorporation Merger, Merger Sub merged with and into Nuvve, with Nuvve surviving as a wholly-owned subsidiary of the Company (the “Acquisition Merger”). Immediately prior to the effectiveness of the Reincorporation Merger and the Acquisition Merger, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, pursuant to which, among other things, the Company changed its name to “Nuvve Holding Corp.” and adopted certain other changes that the Company’s Board of Directors deemed appropriate for an operating public company. In connection with the entry into the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements (the “Subscription Agreements”) with certain accredited Private Investment in Public Equity investors (the “PIPE Investors”), under which, immediately before the closing of the Business Combination, the PIPE Investors purchased 1,425,000 ordinary shares of Newborn, at a purchase price of $10.00 per share, for an aggregate purchase price of $14,250,000 in a private placement (the “PIPE”). The PIPE Investors also received warrants to purchase 1,353,750 ordinary shares of Newborn (the “PIPE Warrants”) that were identical to Newborn’s other outstanding warrants. Also, on November 11, 2020, Nuvve Corp. entered into a bridge loan agreement with an accredited investor, under which, on November 17, 2020, the investor purchased a $4,000,000 6% Senior Secured Convertible Debenture from Nuvve Corp. (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination. Upon the closing of the Reincorporation Merger, each of Newborn’s outstanding units was automatically separated into its constituent securities, and Newborn’s outstanding securities (including the Newborn ordinary shares and Newborn warrants purchased by the PIPE Investors) were converted into a like number of equivalent securities of the Company, except that each of Newborn’s rights was converted automatically into one-tenth of one share of the Company’s common stock in accordance with its terms. Upon the closing of the Acquisition Merger, each share of Nuvve Corp.’s common stock outstanding immediately prior to the effective time of the Acquisition Merger (including the shares issued upon conversion of Nuvve Corp.’s preferred stock and upon conversion of the Bridge Loan as described above) automatically was converted into approximately 0.212403050 shares (the “Closing Exchange Ratio”) of the Company’s common stock, for an aggregate of 9,122,996 shares of the Company’s common stock. Each outstanding option to purchase Nuvve Corp.’s common stock (“Nuvve Options”) was assumed by the Company and converted into an option to purchase a number of shares of the Company’s common stock equal to the number of shares of Nuvve Corp.’s common stock subject to such option immediately prior to the effective time multiplied by the Closing Exchange Ratio, for an aggregate of 1,303,610 shares of the Company’s common stock, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Closing Exchange Ratio. The Closing Exchange Ratio was determined by taking (i) a number of shares of the Company’s common stock equal to (A) the Closing Merger Consideration (as defined below), divided by (B) $10.00 per share, and dividing it by (ii) the sum of (x) the total number of shares of Nuvve Corp.’s common stock outstanding as of immediately prior to closing (including the shares issued upon conversion of Nuvve Corp.’s preferred stock, but excluding the shares issued upon conversion of the Bridge Loan) and (y) the total number of shares of Nuvve Corp.’s common stock issuable upon exercise of Nuvve Options outstanding immediately prior to the closing. The “Closing Merger Consideration” was determined by taking $100,000,000, subtracting the amount of Nuvve Corp.’s indebtedness for borrowed money as of the closing of the Acquisition Merger (excluding Payroll Protection Program loans eligible for forgiveness – see Note 11 ), which was zero, and adding the aggregate exercise price of the Nuvve Options outstanding as of the date of the Merger Agreement or granted prior to the closing of the Acquisition Merger, which was $4,265,785. Additionally, the former stockholders of Nuvve Corp. would have been entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the year ending December 31, 2021, the Company’s revenue equaled or exceeded $30,000,000. The former Nuvve Corp. stockholders would have been entitled to a portion of the earn-out shares only if they continued to hold their shares of the Company’s common stock received in the Acquisition Merger through the earn-out payment date. As the Company's target revenue of $30,000,000 for the year ending December 31, 2021, was not met, the former stockholders of Nuvve Corp. were not entitled to receive up to the 4.0 million earn-out shares of the Company’s common stock. Pursuant to a purchase and option agreement, dated as of November 11, 2020 (the “Purchase and Option Agreement”), between the Company and EDF Renewables, Inc. (“EDF Renewables”), a former stockholder of Nuvve Corp. and the owner of more than 5% of the Company’s common stock, immediately after the closing, the Company repurchased 600,000 shares of the Company’s common stock from EDF Renewables at a price of $10.00 per share. In addition, on the Closing Date, EDF Renewables exercised its option to sell an additional $2,000,000 of shares of the Company’s common stock back to the Company at a price per share of $14.87 (the average closing price over the five preceding trading days). The share repurchase was completed on April 26, 2021 (see Note 12 ). As agreed between the parties to the Merger Agreement, immediately following the closing of the Acquisition Merger, the Company’s board of directors consisted of seven directors, five of whom were designated by Nuvve and two of whom were designated by Newborn. A majority of the directors qualified as independent directors under rules of Nasdaq. In Newborn’s initial public offering, Newborn issued 5,750,000 units at $10.00 per unit. Each unit issued in the initial public offering consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Public Warrant”), and one right automatically convertible into one-tenth of an ordinary upon completion of an initial business combination. Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $10.00 per unit in a private placement. Each unit in the private placement consisted of one ordinary share, one warrant to purchase one-half of an ordinary share (the “Private Warrant”), and one right automatically convertible into one-tenth of an ordinary share upon completion of an initial business combination. Newborn received net proceeds of approximately $57,989,380 from the public and private units. Upon closing of the initial public offering and the private placement, $57,500,000 was placed by Newborn in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). On the Closing Date of the Business Combination, the balance in the Trust Account was $58,471,961. After the closing of the Business Combination, and other transactions described above, including payment of $18,630 for redemptions of ordinary shares by Newborn stockholders, payment of transaction costs of $3,702,421, repayment of loans made by Newborn’s sponsor to Newborn of $487,500, repurchase of $6,000,000 in common shares held by EDF Renewables, and transfer into an escrow account with Silicon Valley Bank of $495,000 to cover the balance of the Company’s PPP Loan payable ( Note 11 ), the Company received total net proceeds from the Trust Account in cash of $47,768,410. Also on March 19, 2021, the PIPE closed, and the Company received cash proceeds, net of $2,500 of transaction costs, of $14,247,500. |
Emerging Growth Company | Emerging Growth CompanySection 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 | 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 COVID-19 outbreak. |
Use of estimates | Use of EstimatesThe 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. Estimates and assumptions made by management include the impairment of intangible assets, estimated allowance for doubtful accounts receivable, the net realizable value of inventory, the grant date fair value of share-based payments, the fair value of notes payable conversion options, revenue recognition, the fair value of warrants, the fair value of the derivative liability - non-controlling redeemable preferred shares, realizability of the deferred financing costs, the recognition and disclosure of contingent liabilities.Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. |
Warrants | Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheet, and the amount initially recorded is not subsequently remeasured at fair value. |
Foreign Currency Matters | Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. |
Cash and Restricted Cash | 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. Pursuant to the Business Combination agreement, $495,000 of the proceeds received from Newborn’s trust account were required to be set aside in trust for the possible repayment of the Company’s Payroll Protection Plan (“PPP”) loan ( Note 11 ). The Company applied for forgiveness of the PPP loan. In June 2021, the PPP loan was fully forgiven and the $495,000 in trust was released to the Company. In May 2021, in connection with a new office lease agreement, the Company was required to provide an irrevocable, unconditional letter of credit in the amount of $380,000 to the landlord upon execution of the lease. This amount securing the letter of credit was recorded as restricted cash as of December 31, 2021. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Based on the analysis the Compa ny recorded an allowance for doubtful accounts as o f December 31, 2021, but did not record an allowance for doubtful accounts for December 31, 2020. See Note 7 for details. |
Concentrations of Credit Risk | Concentrations of Credit Risk At December 31, 2021 and 2020, 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 years ended December 31, 2021 and 2020, one customer accounted for 12.4%, and four customers in aggregate accounted for 62.3% of revenue, respectively. During the years ended December 31, 2021 and 2020, the Company's top five customers accounted for approximately 44.0% and 70.8%, respectively, o f the Company’s total revenue. At December 31, 2021, two customers in aggregate accounted for 32.2% of accounts receivable. At December 31, 2020, four customers in aggregate accounted for 70.4% of accounts receivable. Approximately 56.0% and 80.0% of the Company’s trade accounts receivable balance was with five customers at December 31, 2021 and 2020, 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. |
Inventories | InventoriesInventories, consisting primarily of EV charging stations, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current selling prices less costs of disposal. At December 31, 2021, and December 31, 2020, the Company’s inventories consisted solely of finished goods, including school buses, added as of December 31, 2021, which the Company expect to lease or sell in the future. Should demand for the Company’s products prove to be significantly less than anticipated, the ultimate realizable value of the Company’s inventories could be substantially less than the amount shown on the accompanying consolidated balance sheets. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations. |
Intangible Assets | Intangible AssetsIntangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates long-lived assets for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There were no such write-downs for the years ended December 31, 2021 and 2020. |
Investments in Equity Securities Without Readily Determinable Fair Values | Investments in Equity Securities Without Readily Determinable Fair ValuesInvestments 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. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”), a VIE, and determined it was not the primary beneficiary of the VIE (see Note 6 ). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2021, and December 31, 2020, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2021 or the year ended December 31, 2020. |
Employee Savings Plan | Employee Savings PlanThe Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. During the year ended December 31, 2021 and the year ended December 31, 2020, the Company did not contribute to the savings plan. |
Fair Value Measurement | Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, convertible notes payable, convertible debenture, and the conversion option on the notes payable and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are defined as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. • Level 3 – Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The computation of net loss attributable to common stockholders is computed by deducting net earnings or loss attributable to non-controlling interests from the consolidated net earnings or loss ( Note 15 ). The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. For purposes of this calculation, shares issuable upon the conversion of the Series A Convertible Preferred stock ( Note 12 ), exercise of warrants ( Note 12 ), exercise of the unit purchase option ( Note 12 ), and options to purchase common stock ( Note 13 ) are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive ( Note 15 ). |
Revenue Recognition | Revenue Recognition The Company accounts for revenues under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s revenue is primarily derived from sales of EV charging stations, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into agreements with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long-term nature of these payment terms, certain contracts are considered to have significant financing components as it relates to the equipment. The Company estimates the effect of any significant financing component and records the revenue associated with the equipment at the estimated present value of the expected stream of payments. As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income using the effective yield method. Products – The Company sells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services. When the charging station is a distinct performance obligation, revenue is recognized upon delivery. For other customer contracts, the charging stations are sold as part of a solution and are not distinct from the services, and revenue from the charging station is recognized upon completion of installation and commissioning of the equipment. Services – Specific contracts contain licenses to the software that provides the V2G functionality for one- to twelve-year contract periods through access to the Company’s software as a service GIVe platform application. The Company determined that the nature of the GIVe application performance obligation is providing continuous access to its GIVe application for the contract period. Although the activities that the customer may be able to perform via the GIVe application may vary from day to day, the overall promise is to provide continuous access to the GIVe application to the customer for a period of one- to twelve-years. Thus, access to the GIVe application represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company has determined that for GIVe SaaS revenue, the best indicator for the transfer of control is the passage of time. The payment terms for some of the Company’s service contracts include revenue sharing arrangements whereby the Company is entitled to the right to receive a portion of the revenue generated by the customer selling energy through the GIVe platform or from carbon credits received as a result of the customer using the GIVe platform. The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years, five years, 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the promised service is a performance obligation. Access to the warranty services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company recognizes warranty revenue ratably with the passage of time. Revenue for other service contracts is recognized over time using an input method where progress on the performance obligation is measured based on the proportion of actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation. Grant revenue – The Company has concluded that grants are not within the scope of ASC 606, as government entities do not meet the definition of a “customer” as defined by ASC 606, and as for the grants, there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions; however, ASC Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition, does not apply, as the Company is a business entity, and the grants are with a governmental agency. Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. |
Cost of Revenue | Cost of RevenueCost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions. |
Contract Costs | Contract Costs Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, incurred to obtain the contract and amortizes these costs over the expected period of benefit which is generally the life of the contract. The Company evaluated incremental contract costs for contracts in place as of December 31, 2021, and December 31, 2020 and determined these to be immaterial to the consolidated financial statements. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, (“ASC 740”), under which it recognizes deferred income taxes, net of valuation allowances, for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies certain provisions of ASC 740, which includes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit or obligation as the largest amount that is more than |
Research and Development | Research and DevelopmentThe Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based awards granted to employees and non-employees under the method prescribed by ASC 718-10, Stock Compensation ( Note 13 |
Segment Reporting | 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 by geography for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Revenues: United States $ 3,326,427 $ 3,105,167 United Kingdom 485,628 816,502 Denmark 378,710 288,028 $ 4,190,765 $ 4,209,697 The following table summarizes the Company’s long-lived assets in different geographic locations as of December 31, 2021 and December 31, 2020: December 31, December 31, Long-lived assets: United States $ 1,811,607 $ 1,705,201 Denmark 25,664 10,544 $ 1,837,271 $ 1,715,745 |
Leases | Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The Company has entered into leases for building facilities and vehicles. The Company’s leases have remaining contractual terms of up to 10 years, some of which have options to extend the lease. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In July 2021, FASB issued Accounting Standards Update (“ASU 2021-05”), Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments . ASU 2021-05 provides that a lessor should classify and account for a lease with variable lease payments that do not depend on an index or a rate as an operating lease if both of the following criteria are met: (1) the lease would’ve been classified as a sales-type lease or a direct-financing lease in accordance with the lease classification guidance in Topic 842, and (2) the lessor would’ve otherwise recognized a day-one loss. The classification as operating lease would eliminate recognition of a day-one loss or gain because the lessor does not recognize a net investment in the lease or derecognize the underlying asset. ASU 2021-05 aligns the lessor lease classification requirements under Topic 842 with the longstanding practice to account for certain leases with variable payments as operating leases. ASU 2021-05 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted. Adopting ASU 2021-05 did not have any material impact on the Company's consolidated financial statement of adoption during the year ended December 31, 2021, and there was no cumulative effect on retained earnings as of January 1, 2021 as a result of adoption of ASU 2021-05 . Effective January 1, 2021, the Company adopted the new lease accounting guidance in Accounting Standards Update (“ASU”) No. 2016-2, Leases (Topic 842) using the modified retrospective transition approach. The Company has elected the package of practical expedients permitted in ASC Topic 842 (“ASC 842”). Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating lease would be different in accordance with ASC 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of December 31, 2020) would have met the definition of initial direct costs in ASC 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, as of January 1, 2021 (the date of adoption of ASC 842) the Company recorded (a) a lease liability of $98,491, which represents the present value of the remaining lease payments of $100,292, discounted using the Company’s incremental borrowing rate of 10%, and (b) a right-of-use asset of $95,346, which represents the lease liability of $98,491 adjusted for accrued rent of $3,145. There was no cumulative effect on retained earnings as of January 1, 2021 as a result of adoption of ASC 842. In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-6 , Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-6”) . ASU 2020-6 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-6 also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to be eligible for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-6 is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for annual reporting periods beginning after December 15, 2020. The Company early adopted the provisions of ASU 2020-6 effective January 1, 2021, on the modified retrospective transition method, to take advantage of the removal of certain conditions required for equity contracts to qualify for the derivative scope exception. Adopting ASU 2020-6 did not result in a cumulative impact of adoption as of March 31, 2021. |
Recently issued accounting pronouncements not yet adopted | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of restatement of previously issued financial statements | The following tables summarize the effect of the aforementioned adjustments on the Company's Consolidated Balance Sheet as of December 31, 2021, and the Company's Consolidated Statements of Operations, and Consolidated Statements of Cash Flows for the year ended December 31, 2021: Consolidated Balance Sheet December 31, 2021 December 31, 2021 Assets As Previously Reported Adjustment As Restated Deferred financing costs $ 43,562,847 $ (43,562,847) $ — Total Assets $ 96,477,390 $ (43,562,847) $ 52,914,543 Warrants liability $ 866,000 $ 8,677,000 $ 9,543,000 Total Liabilities $ 14,323,199 $ 8,677,000 $ 23,000,199 Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 $ 2,885,427 $ 16,472 $ 2,901,899 Stockholders’ (Deficit) Equity Additional paid-in capital $ 127,138,504 $ (4,801,897) $ 122,336,607 Accumulated deficit $ (47,412,470) $ (45,525,393) $ (92,937,863) Nuvve Holding Corp. Stockholders’ Equity (Deficit) $ 79,841,368 $ (50,327,290) $ 29,514,078 Non-controlling interests $ (572,604) $ (1,929,029) $ (2,501,633) Total Stockholders’ Equity $ 79,268,764 $ (52,256,319) $ 27,012,445 Total Liabilities, Mezzanine equity and Stockholders’ Equity $ 96,477,390 $ (43,562,847) $ 52,914,543 Year Ended December 31, Year Ended December 31, 2021 2021 Consolidated Statements of Operations As Previously Reported Adjustment As Restated Financing costs $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 387,228 $ (699,628) $ (312,400) Total other income (expense), net $ 69,912 $ (47,454,422) $ (47,384,510) Loss before taxes $ (27,161,890) $ (47,454,422) $ (74,616,312) Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Less: Net loss attributable to non-controlling interests $ (209,243) $ (1,929,029) $ (2,138,272) Net loss attributable to Nuvve Holding Corp. $ (26,953,647) $ (45,525,393) $ (72,479,040) Less: Preferred dividends on redeemable non-controlling interests $ 101,856 $ — $ 101,856 Less: Accretion on redeemable non-controlling interests preferred shares $ 261,505 $ — $ 261,505 Net loss attributable to Nuvve Holding Corp. common stockholders $ (27,317,008) $ (45,525,393) $ (72,842,401) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ (1.64) $ (2.73) $ (4.37) Year Ended December 31, Year Ended December 31, 2021 2021 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS As Previously Reported Adjustment As Restated Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Total Comprehensive loss $ (26,971,603) $ (47,454,422) $ (74,426,025) Less: Comprehensive loss attributable to non-controlling interests, net taxes $ (209,243) $ (1,929,029) $ (2,138,272) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ (26,398,999) $ (45,525,393) $ (71,924,392) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY As Previously Reported Adjustment As Restated Issuance of warranties to Stonepeak and Evolve $ 27,142,471 $ (4,831,898) $ 22,310,573 Net Loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Balance December 31, 2021 $ 79,268,764 $ (52,256,319) $ 27,012,445 Years Ended December 31, Years Ended December 31, 2021 2021 Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss $ (27,162,890) $ (47,454,422) $ (74,617,312) Adjustments to reconcile to net loss to net cash used in operating activities Financing costs $ — $ 46,771,276 $ 46,771,276 Change in fair value of warrants liability $ (387,228) $ 699,628 $ 312,400 Net cash used in operating activities $ (29,207,200) $ 16,482 $ (29,190,718) Investing activities Net cash used in investing activities $ (265,475) $ — $ (265,475) Financing activities Issuance Costs Related to Preferred Stock $ (2,939,766) $ (16,482) $ (2,956,248) Net cash provided by financing activities $ 59,737,708 $ (16,482) $ 59,721,226 Effect of exchange rate on cash $ 199,592 $ — $ 199,592 Net increase in cash and restricted cash $ 30,464,625 $ — $ 30,464,625 Cash and restricted cash at beginning of year $ 2,275,895 $ — $ 2,275,895 Cash and restricted cash at end of year $ 32,740,520 $ — $ 32,740,520 |
Schedule of assets and liabilities included in the company’s condensed consolidated balance sheets | The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets at December 31, 2021: December 31, 2021 Assets Cash $ 28,446 Total Assets $ 28,446 Liabilities and Mezzanine Equity Accrued expenses $ 116,754 Derivative liability - non-controlling redeemable preferred shares 511,948 Total Liabilities $ 628,702 |
Schedule of segment revenue and assets | The following table summarizes the Company’s revenues by geography for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Revenues: United States $ 3,326,427 $ 3,105,167 United Kingdom 485,628 816,502 Denmark 378,710 288,028 $ 4,190,765 $ 4,209,697 The following table summarizes the Company’s long-lived assets in different geographic locations as of December 31, 2021 and December 31, 2020: December 31, December 31, Long-lived assets: United States $ 1,811,607 $ 1,705,201 Denmark 25,664 10,544 $ 1,837,271 $ 1,715,745 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of information regarding disaggregated revenue based on revenue by service | The following table provides information regarding disaggregated revenue based on revenue by service lines for the years ended December 31: Years Ended December 31, 2021 2020 Revenue recognized over time: Services $ 797,127 $ 1,270,227 Grants 1,270,138 2,266,546 Products 2,123,500 672,924 Total revenue $ 4,190,765 $ 4,209,697 |
Schedule of aggregate amount of revenue for the Company’s existing contracts with customers | The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2021 expected to be re cognized in the future for years ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less): 2022 $ 324,953 2023 133,129 Thereafter 261,689 Total $ 719,771 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on the condensed consolidated balance sheet | The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 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: Level 2: Level 3: Total at December 31, Total Gains (Losses) For The Year Ended December 31, 2021 Recurring fair value measurements Private warrants $ — $ — $ 866,000 $ 866,000 $ 387,228 Stonepeak and Evolve unvested warrants (As Restated) (1) $ — $ — $ 8,677,000 $ 8,677,000 $ (699,628) Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 511,948 $ 511,948 $ (14,342) Total recurring fair value measurements $ — $ — $ 10,054,948 $ 10,054,948 $ (326,742) (1) See Note 2. |
Schedule of fair value on a recurring basis | The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants ( Note 12 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021: Private Warrants Stonepeak and Evolve unvested warrants Non-controlling redeemable preferred shares - derivative liability (As Restated) (1) Balance at December 31, 2020 $ — $ — $ — Assumed at closing of merger 1,253,228 — — — Initial fair value — 7,977,372 497,606 Total (gains) losses for period included in earnings $ (387,228) $ 699,628 $ 14,342 Balance at December 31, 2021 $ 866,000 $ 8,677,000 $ 511,948 (1) See Note 2. |
Schedule of fair value measurement inputs and valuation techniques | 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 warrants and securities purchase agreement to purchase shares of the Company’s common stock (see Note 12 for details) at the date of issuance of May 17, 2021: Series B Warrants Series C Warrants Series D Warrants Series E Warrants Series F Warrants Options Fair value (in millions) $12.8 $5.6 $4.8 $3.8 $3.2 $12.6 Valuation methodology Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Black Scholes Term (years) 10 10 10 10 10 7.50 Risk free rate 1.6% 1.6% 1.6% 1.6% 1.6% 1.4% Exercise price $10.0 $15.0 $20.0 $30.0 $40.0 $50.0 Volatility 55.0% 55.0% 55.0% 55.0% 55.0% 57.0% Capital expenditure forecast (in millions) N/A $125.0 $250.0 $375.0 $500.0 N/A Probability of warrants vesting 100.0% 96.9% 87.7% 78.2% 69.9% N/A The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) unvested Stonepeak and Evolve unvested warrants at December 31, 2021: Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants Fair value (in millions) $3.2 $2.4 $1.7 $1.3 Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Term (years) 9.40 9.40 9.40 9.40 Risk free rate 1.5% 1.5% 1.5% 1.5% Exercise price $15.0 $20.0 $30.0 $40.0 Volatility 54.0% 54.0% 54.0% 54.0% Capital expenditure forecast (in millions) $125.0 $250.0 $375.0 $500.0 Probability of warrants vesting 90.7% 75.8% 63.8% 54.5% |
Derivative Liability - Non-Co_2
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table displays the fair value of derivatives by balance sheet line item at December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Other long term liabilities: Derivative liability - non-controlling redeemable preferred shares $ 511,948 $ — |
Account Receivables, Net (Table
Account Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | The following tables summarizes the Company's accounts receivable on the consolidated balance sheets at December 31, 2021 and 2020: As of December 31, 2021 2020 Trade receivables $ 1,949,896 $ 999,897 Less: allowance for doubtful accounts (63,188) — Accounts receivable, net $ 1,886,708 $ 999,897 Allowance for doubtful accounts: Balance December 31, 2019 $ — Provision — Write-off — Recoveries — Balance December 31, 2020 $ — Provision (63,188) Write-off — Recoveries — Balance December 31, 2021 $ (63,188) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory by category | The following table summarizes the Company’s inventories balance by category: As of December 31, 2021 2020 DC Chargers $ 7,687,598 $ 842,122 AC Chargers 232,920 163,346 Vehicles - School Buses (1) 3,180,000 — Others 17,670 47,010 Total $ 11,118,188 $ 1,052,478 __________________ |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the Company’s property, plant and equipment balance at December 31, 2021 and 2020: As of December 31, 2021 2020 Computers & Servers $ 105,499 $ 1,426 Vehicles 168,862 156,745 Office furniture and equipment 161,771 — Others 6,050 — Total 442,182 158,171 Less: Accumulated Depreciation (85,988) (62,940) Property, plant and equipment, net $ 356,194 $ 95,231 As of December 31, 2021 2020 Depreciation expense $ 27,280 $ 26,139 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future amortization expense amortizable intangible assets | Total estimated future amortization expense is as follows: 2022 $ 139,437 2023 139,437 2024 139,437 2025 139,437 2026 139,437 Thereafter 783,892 $ 1,481,077 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The following is a summary of debt as of December 31, 2021 and 2020 : December 31, December 31, 6% Senior Secured Convertible Debenture $ — $ 4,000,000 Payroll Protection Plan loan — 492,100 — 4,492,100 Less: discount on convertible debenture — (198,046) Total debt - current $ — $ 4,294,054 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock issuable upon exercise of warrants outstanding | The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2021 (there were no warrants outstanding at December 31, 2020): Number of Number of Exercise Expiration Public Warrants 2,875,000 2,875,000 $11.50 March 19, 2026 Private Warrants 136,250 136,250 $11.50 March 19, 2026 PIPE Warrants 1,353,750 1,353,750 $11.50 March 19, 2026 Stonepeak/Evolve Warrants - series B 2,000,000 2,000,000 $10.00 May 17, 2031 Stonepeak/Evolve Warrants - series C 1,000,000 500,000 $15.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 1,000,000 500,000 $20.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 1,000,000 500,000 $30.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 1,000,000 500,000 $40.00 May 17, 2031 10,365,000 8,365,000 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense for stock options | Stock-based compensation expense for the years ended December 31, 2021 and 2020 are as follows Years Ended December 31, 2021 2020 Options $ 2,643,242 $ 599,535 Restricted stock 1,514,120 — Total $ 4,157,362 $ 599,535 |
Schedule of black-scholes option pricing model to estimate the fair value of stock options | The following assumptions were used in the Black-Scholes model to calculate the fair value of stock options granted for the year ended December 31, 2021 for the 2010 Plan and the 2020 Plan. 2010 Plan 2020 Plan Expected life of options (in years) (1) 6.0 6.0 Dividend yield (2) 0 % 0 % Risk-free interest rate (3) 1.02 % 1.02 % Volatility (4) 60.2 % 60.2 % __________________ (1) The expected life of options is the average of the contractual term of the options and the vesting period. (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. (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. |
Schedule of stock option activity | 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 year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2020 1,242,234 2.88 6.73 — Granted 81,775 8.71 — — Exercised (224,721) 2.47 — — Forfeited (61,444) 6.58 — — Expired/Cancelled (2,809) 2.78 — — Outstanding - December 31, 2021 1,035,035 3.21 5.90 5,688,501 Options Exercisable at December 31, 2021 832,865 2.31 5.28 5,329,855 Option Vested at December 31, 2021 832,865 2.31 5.28 5,329,855 The weighted-average grant-date fair value of options granted during the year ended December 31, 2021 was $4.06. The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Intrinsic Value($) Outstanding - December 31, 2020 — — — — Granted 1,797,450 12.85 9.27 — Exercised — — — — Forfeited (194,500) 10.15 — — Expired/Cancelled (100) 10.00 — — Outstanding - December 31, 2021 1,602,850 13.18 9.27 46,920 Options Exercisable at December 31, 2021 — — — — Option Vested at December 31, 2021 1,602,850 13.18 — — |
Disclosure of share-based compensation arrangements by share-based payment award | Other Information: Years Ended December 31, 2021 2020 Amount received from option exercised $ 576,528 $ 22,862 December 31, 2021 Weighted average remaining recognition period Total unrecognized options compensation costs $ 10,430,700 3.15 |
Schedule of nonvested restricted stock units | A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2020, and changes during the year ended December 31, 2021, is presented below: Shares Weighted- Nonvested at December 31, 2020 — — Granted 378,698 11.09 Vested/Release (9,775) 15.98 Cancelled/Forfeited (15,106) 9.93 Nonvested and Outstanding at December 31, 2021 353,817 11.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | Income tax provision for the years ended December 31, 2021 and 2020 is summarized as follows: Years Ended December 31, 2021 2020 Federal $ — $ — State 1,000 1,000 Current income tax expense 1,000 1,000 Federal — — State — — Deferred income tax expense $ — $ — Provision for income tax $ 1,000 $ 1,000 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets (liabilities) are as follows as of December 31: Years Ended December 31, 2021 2020 (Restated) (1) Basis difference in equity investment $ (576,523) $ (660,140) Accrued liabilities and other 1,007,644 144,332 Right-of-use assets (845,240) — Lease liabilities 845,240 — Net operating losses 9,953,429 5,257,099 Net deferred tax assets (liabilities) before valuation allowance 10,384,550 4,741,291 Valuation allowance (10,384,550) (4,741,291) Net deferred tax assets (liabilities) $ — $ — (1) See Note 2.. |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to income is as follows: Years Ended December 31, 2021 2020 Federal income tax at statutory rate $ (15,669,426) $ (1,025,668) State income tax, net of federal benefit (776,843) (177,245) Stock compensation 452,444 180,050 Change in fair value of warrants 65,604 — 162(m) excess compensation 237,247 — Financing costs 9,413,411 — Change in valuation allowance 5,643,259 869,487 Other 635,304 154,376 Income tax expense $ 1,000 $ 1,000 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 (As Restated) (1) Net loss attributable to Nuvve Holding Corp. common stockholders $ (72,842,401) $ (4,885,134) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 16,654,495 8,821,226 Net Loss per share attributable to Nuvve common stockholders, basic and diluted $ (4.37) $ (0.55) (1) See Note 2. |
Schedule of antidilutive securities excluded from the computation of earnings per share | 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: Years Ended December 31, 2021 2020 Stock options issued and outstanding 2,424,410 1,106,798 Nonvested restricted stock issued and outstanding 709,263 — Public warrants 3,033,548 — Private warrants 143,764 — PIPE warrants 1,428,405 — Stonepeak and Evolve warrants 5,029,412 — Stonepeak and Evolve options 4,191,176 — Convertible notes payable — 145,551 Total 16,959,978 1,252,349 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease costs | Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification December 31, 2021 Operating lease assets Right-of-use operating lease assets $ 3,483,042 Finance lease assets Property, plant and equipment, net 25,664 Total lease assets $ 3,508,706 Operating lease liabilities - current Operating lease liabilities - current $ 41,513 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 3,441,642 Finance lease liabilities - current Other liabilities - current 7,634 Finance lease liabilities - noncurrent Other long-term liabilities 18,860 Total lease liabilities $ 3,509,649 The components of lease expense are as follows: Year Ended December 31, Classification 2021 Operating lease expense Selling, general and administrative $ 219,712 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 2,998 Interest on finance lease liabilities Interest expense 3,636 Total lease expense $ 226,346 Lease term and discount rate: December 31, 2021 Weighted-average remaining lease terms (in years): Operating lease 9.9 Finance lease 4.5 Weighted-average discount rate: Operating lease 7.8% Finance lease 7.8% Other Information: Years Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 100,292 Operating cash flows from finance leases $ 3,636 Financing cash flows from finance leases $ 5,839 Leased assets obtained in exchange for new finance lease liabilities $ 3,508,706 Leased assets obtained in exchange for new operating lease liabilities $ — |
Lessee, operating lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2021 December 31, 2021 2022 $ 125,783 $ 7,634 2023 514,377 7,586 2024 529,807 7,586 2025 545,703 7,586 2026 562,074 1,897 Thereafter 3,017,861 — Total lease payments 5,295,605 32,289 Less: interest (1,812,338) (5,907) Total lease obligations $ 3,483,267 $ 26,382 |
Finance lease, liability, maturity | Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2021 December 31, 2021 2022 $ 125,783 $ 7,634 2023 514,377 7,586 2024 529,807 7,586 2025 545,703 7,586 2026 562,074 1,897 Thereafter 3,017,861 — Total lease payments 5,295,605 32,289 Less: interest (1,812,338) (5,907) Total lease obligations $ 3,483,267 $ 26,382 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of milestone event | 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 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 |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Preferred Stock | At December 31, 2021, Series B Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Accrued Preferred Dividends Liquidation Preference 1,000,000 3,138 $ 1,000 $ 3,138,000 $ 62,760 $ 3,200,760 |
Schedule of Condensed Financial Statements | The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets at December 31, 2021: December 31, 2021 (As Restated) (1) Add: net loss attributable to non-controlling interests as of December 31, 2021 $ (2,138,272) Less: dividends paid or accrued to non-controlling interests as of December 31, 2021 101,856 Less: Preferred share accretion adjustment 261,505 Non-controlling interests $ (2,501,633) |
Schedule of Condensed Income Statement | The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s consolidated statements of operations as of December 31, 2021: December 31, 2021 (As Restated) (1) Net loss attributable to non-controlling interests $ (2,138,272) |
Schedule of Redeemable Noncontrolling Interest | Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, 2021 (As Restated) (1) Beginning balance - December 31, 2020 $ — Beginning redemption value (at fair value) 3,138,000 Less: Non-controlling redeemable preferred shares - embedded derivatives 497,606 Adjusted initial carrying value 2,640,394 Preferred share Accretion adjustment 261,505 Ending balance - December 31, 2021 $ 2,901,899 |
Supplementary Quarterly Data _2
Supplementary Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of restatement of previously issued financial statements | The following tables summarize the effect of the adjustments described in Note 2 on the Company's Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows for the quarters ended June 30, 2021 and September 30, 2021: Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2021 2021 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ (43,818,000) $ (43,818,000) $ — $ (43,818,000) $ (43,818,000) Change in fair value of warrants liability $ (351,602) $ (3,145,628) $ (3,497,230) $ 70,228 $ (3,145,628) $ (3,075,400) Total other (expense) income, net $ 154,058 $ (46,963,628) $ (46,809,570) $ (133,776) $ (46,963,628) $ (47,097,404) Loss before taxes $ (6,186,306) $ (46,963,628) $ (53,149,934) $ (11,548,026) $ (46,963,628) $ (58,511,654) Net loss $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss attributable to Nuvve Holding Corp. $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss attributable to Nuvve common stockholders $ (6,187,306) $ (46,963,628) $ (53,150,934) $ (11,549,026) $ (46,963,628) $ (58,512,654) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.33) $ (2.52) $ (2.85) $ (0.79) $ (3.23) $ (4.02) Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2021 2021 2021 2021 Condensed Consolidated Statements of Operations As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated Financing costs $ — $ (2,936,794) $ (2,936,794) $ — $ (46,754,794) $ (46,754,794) Change in fair value of warrants liability $ 557,000 $ 3,158,000 $ 3,715,000 $ 627,228 $ 12,372 $ 639,600 Total other (expense) income, net $ 478,394 $ 221,206 $ 699,600 $ 344,618 $ (46,742,422) $ (46,397,804) Loss before taxes $ (6,968,282) $ 221,206 $ (6,747,076) $ (18,516,308) $ (46,742,422) $ (65,258,730) Net loss $ (6,968,282) $ 221,206 $ (6,747,076) $ (18,517,308) $ (46,742,422) $ (65,259,730) Less: Net loss attributable to non-controlling interests $ (130,837) $ (1,929,030) $ (2,059,867) $ (130,837) $ (1,929,030) $ (2,059,867) Net loss attributable to Nuvve Holding Corp. $ (6,837,445) $ 2,150,236 $ (4,687,209) $ (18,386,471) $ (44,813,392) $ (63,199,863) Less: Preferred dividends on redeemable non-controlling interests $ 39,096 $ — $ 39,096 $ 39,096 $ — $ 39,096 Less: Accretion on redeemable non-controlling interests preferred shares $ 100,039 $ — $ 100,039 $ 100,039 $ — $ 100,039 Net loss attributable to Nuvve common stockholders $ (6,976,580) $ 2,150,236 $ (4,826,344) $ (18,525,606) $ (44,813,392) $ (63,338,998) Net loss per share attributable to Nuvve common stockholders, basic and diluted $ (0.37) $ 0.11 $ (0.26) $ (1.16) $ (2.82) $ (3.98) Six Months Ended June 30, Six Months Ended June 30, 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss $ (11,549,026) $ (46,963,628) $ (58,512,654) Financing costs $ — $ 43,818,000 $ 43,818,000 Change in fair value of warrants liability $ (70,228) $ 3,145,628 $ 3,075,400 Net cash used in operating activities $ (13,413,426) $ — $ (13,413,426) Nine Months Ended September 30, Nine Months Ended September 30, 2021 2021 Condensed Consolidated Statements of Cash Flows As Previously Reported Adjustment As Restated Operating activities Net loss (18,517,308) (46,742,422) (65,259,730) Financing costs — 46,754,794 46,754,794 Change in fair value of warrants liability (627,228) (12,372) (639,600) Net cash used in operating activities (23,478,507) — (23,478,507) |
Organization and Description _2
Organization and Description of Business (Details) | 12 Months Ended |
Dec. 31, 2021 member | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Company ownership | 100% |
Nuvve | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of wholly owned subsidiaries | 2 |
Nuvve Corp. | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of wholly owned subsidiaries | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 26, 2021 $ / shares shares | Apr. 23, 2021 USD ($) $ / shares shares | Mar. 19, 2021 USD ($) $ / shares | Nov. 17, 2020 USD ($) | Nov. 11, 2020 USD ($) member tradingDay $ / shares shares | Feb. 19, 2020 shares | Jun. 30, 2021 shares | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | May 17, 2021 USD ($) $ / shares | May 16, 2021 USD ($) | Mar. 18, 2021 shares | ||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Accumulated deficit | $ (92,937,863) | [1] | $ (20,458,823) | ||||||||||||
Loss before taxes | (27,231,802) | [2] | (4,687,383) | ||||||||||||
Net cash used in operating activities | $ (13,413,426) | $ (23,478,507) | (29,190,718) | [3] | (3,078,943) | ||||||||||
Purchased shares (in shares) | shares | 134,499 | ||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 14.87 | $ 50 | |||||||||||||
Amount of purchase | $ 2,000,000 | ||||||||||||||
Number of options outstanding (in shares) | shares | 1,303,610 | ||||||||||||||
Grant date fair value of securities purchase agreement | $ 12,600,000 | ||||||||||||||
Stock repurchased during period (in shares) | shares | 134,449 | 600,000 | |||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 14.87 | $ 14.87 | |||||||||||||
Average closing period | tradingDay | 5 | ||||||||||||||
Number of members on the board of directors | member | 7 | ||||||||||||||
Value of amount | 2,085,320 | ||||||||||||||
Units in values | 14,247,500 | ||||||||||||||
Value of trust account | $ 58,471,961 | ||||||||||||||
Redemption of shares (in Shares) | shares | 18,630 | ||||||||||||||
Transaction costs | $ 3,702,421 | ||||||||||||||
Repayment of debt | 487,500 | [3] | 0 | ||||||||||||
Escrow account amount | 495,000 | ||||||||||||||
Cash in amount | 47,768,410 | ||||||||||||||
FDIC amount | 250,000 | ||||||||||||||
Total lease obligations | 3,483,267 | ||||||||||||||
Operating cash flows from operating leases | 100,292 | ||||||||||||||
Right-of-use operating lease assets | 3,483,042 | [1] | 0 | ||||||||||||
Operating lease liabilities - current | 41,513 | [1] | 0 | ||||||||||||
Main Office Lease | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Letter of credit outstanding | $ 380,000 | ||||||||||||||
Subscription Agreements | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Purchased shares (in shares) | shares | 1,425,000 | ||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Amount of purchase | $ 14,250,000 | ||||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Total lease obligations | 98,491 | ||||||||||||||
Operating cash flows from operating leases | $ 100,292 | ||||||||||||||
Borrowing rate | 10% | ||||||||||||||
Right-of-use operating lease assets | $ 95,346 | ||||||||||||||
Operating lease liabilities - current | 98,491 | ||||||||||||||
Accrued rent | $ 3,145 | ||||||||||||||
EDF Renewables | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Ownership percentage | 5% | ||||||||||||||
Options to resell common stock to parent, exercised during period, value | $ 2,000,000 | ||||||||||||||
Earn-out Shares | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Contingent consideration, revenue threshold | 30,000,000 | ||||||||||||||
Contingent consideration, revenue threshold for payment, not met | $ 30,000,000 | ||||||||||||||
Newborn | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Convertible instruments, conversion ratio | 0.212403050 | ||||||||||||||
Closing merger consideration, amount used in calculating total consideration | $ 100,000,000 | ||||||||||||||
Grant date fair value of securities purchase agreement | 4,265,785 | ||||||||||||||
Newborn | Earn-out Shares | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Contingent earnout shares (in shares) | shares | 4,000,000 | ||||||||||||||
Earn-out shares not issued (in shares) | shares | 4,000,000 | ||||||||||||||
6% Senior Secured Convertible Debenture | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Amount of purchase | $ 4,000,000 | ||||||||||||||
Convertible debenture percentage | 6% | ||||||||||||||
PIPE Warrants | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Purchased shares (in shares) | shares | 1,353,750 | 5,750,000 | |||||||||||||
Common Stock | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Effect of reverse recapitalization (in shares) | shares | 9,122,996 | 9,122,996 | 8,778,916 | ||||||||||||
Value of amount | $ 21 | ||||||||||||||
Issued shares (in Shares) | shares | 208,532 | ||||||||||||||
Units in values | $ 143 | ||||||||||||||
Shares repurchased during period | 6,000,000 | ||||||||||||||
PIPE Warrants | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Transaction costs | 14,247,500 | ||||||||||||||
Cash in amount | $ 2,500 | ||||||||||||||
Public and Private units | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Units in values | $ 57,989,380 | ||||||||||||||
Variable Interest Entity | Levo Mobility LLC | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Variable interest entity | 51% | ||||||||||||||
Nuvve | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Number of members on the board of directors | member | 5 | ||||||||||||||
Newborn | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Number of members on the board of directors | member | 2 | ||||||||||||||
Newborn | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Stock conversion ratio | 0.1 | ||||||||||||||
Value of amount | $ 57,500,000 | ||||||||||||||
Repayment of debt | $ 487,500 | ||||||||||||||
Newborn | Private Placement | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Purchased shares (in shares) | shares | 272,500 | ||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Number of shares per unit (in Shares) | shares | 1 | ||||||||||||||
Number of warrants per unit (in shares) | shares | 1 | ||||||||||||||
Number of rights per unit (in Shares) | shares | 1 | ||||||||||||||
Percent of common stock issued upon conversion of right | 10% | ||||||||||||||
Percent of one share of common stock | 50% | ||||||||||||||
Newborn | IPO | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Issued shares (in Shares) | shares | 5,750,000 | ||||||||||||||
Number of shares per unit (in Shares) | shares | 1 | ||||||||||||||
Number of warrants per unit (in shares) | shares | 1 | 1 | |||||||||||||
Number of rights per unit (in Shares) | shares | 1 | ||||||||||||||
Percent of common stock issued upon conversion of right | 10% | ||||||||||||||
Percent of one share of common stock | 50% | 50% | |||||||||||||
Stonepeak | Levo Mobility LLC | |||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||||||
Stonepeak and Evolve 49% ownership | 49% | ||||||||||||||
[1]Note 2.[2]Note 2.[3](1) See Note 2. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Consolidated Balance Sheets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | ||||
Deferred financing costs | $ 0 | |||
Total Assets | 52,914,543 | [1] | $ 7,155,435 | |
Liabilities | ||||
Warrants liability | 9,543,000 | [1] | 0 | |
Total Liabilities | 23,000,199 | [1] | 8,037,145 | |
Mezzanine equity | ||||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 | 2,901,899 | [1] | 0 | |
Stockholders’ Equity | ||||
Additional paid-in capital | 122,336,607 | [1] | 19,650,659 | |
Accumulated deficit | (92,937,863) | [1] | (20,458,823) | |
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | 29,514,078 | [1] | (881,710) | |
Non-controlling interests | (2,501,633) | [1] | 0 | |
Total Stockholders’ Equity (Deficit) | 27,012,445 | [1],[2] | (881,710) | $ 1,669,977 |
Total Liabilities, Mezzanine equity and Stockholders’ Equity | $ 52,914,543 | [1] | $ 7,155,435 | |
Temporary equity, par value (in Dollars per share) | $ 0 | |||
Temporary equity, shares authorized (in Shares) | 1,000,000 | |||
Temporary equity, shares outstanding (in Shares) | 3,138 | |||
Temporary equity, shares issued (in Shares) | 3,138 | |||
Temporary equity, liquidation preference | $ 3,200,760 | |||
As Previously Reported | ||||
Assets | ||||
Deferred financing costs | 43,562,847 | |||
Total Assets | 96,477,390 | |||
Liabilities | ||||
Warrants liability | 866,000 | |||
Total Liabilities | 14,323,199 | |||
Mezzanine equity | ||||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 | 2,885,427 | |||
Stockholders’ Equity | ||||
Additional paid-in capital | 127,138,504 | |||
Accumulated deficit | (47,412,470) | |||
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | 79,841,368 | |||
Non-controlling interests | (572,604) | |||
Total Stockholders’ Equity (Deficit) | 79,268,764 | |||
Total Liabilities, Mezzanine equity and Stockholders’ Equity | 96,477,390 | |||
Adjustment | ||||
Assets | ||||
Deferred financing costs | (43,562,847) | |||
Total Assets | (43,562,847) | |||
Liabilities | ||||
Warrants liability | 8,677,000 | |||
Total Liabilities | 8,677,000 | |||
Mezzanine equity | ||||
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding; aggregate liquidation preference of $3,200,760 at December 31, 2021 | 16,472 | |||
Stockholders’ Equity | ||||
Additional paid-in capital | (4,801,897) | |||
Accumulated deficit | (45,525,393) | |||
Nuvve Holding Corp. Stockholders’ Equity (Deficit) | (50,327,290) | |||
Non-controlling interests | (1,929,029) | |||
Total Stockholders’ Equity (Deficit) | (52,256,319) | |||
Total Liabilities, Mezzanine equity and Stockholders’ Equity | $ (43,562,847) | |||
[1]Note 2.[2]See Note 2. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ (2,936,794) | $ (43,818,000) | $ (43,818,000) | $ (46,754,794) | $ (46,754,794) | [1] | $ 0 |
Change in fair value of warrants liability | 3,715,000 | (3,497,230) | (3,075,400) | 639,600 | (312,400) | [1],[2] | 0 |
Total other income (expense), net | 699,600 | (46,809,570) | (47,097,404) | (46,397,804) | (47,384,510) | [1] | (196,751) |
Loss before taxes | (6,747,076) | (53,149,934) | (58,511,654) | (65,258,730) | (74,616,312) | [1] | (4,884,134) |
Net loss | (6,747,076) | (53,150,934) | (58,512,654) | (65,259,730) | (74,617,312) | [1],[2] | (4,885,134) |
Less: Net loss attributable to non-controlling interests | (2,059,867) | (2,059,867) | (2,138,272) | [1] | 0 | ||
Net loss attributable to Nuvve Holding Corp. | (4,687,209) | (53,150,934) | (58,512,654) | (63,199,863) | (72,479,040) | [1] | (4,885,134) |
Less: Preferred dividends on redeemable non-controlling interests | 39,096 | 39,096 | 101,856 | [1] | 0 | ||
Less: Accretion on redeemable non-controlling interests preferred shares | 100,039 | 100,039 | 261,505 | [1] | 0 | ||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (4,826,344) | $ (53,150,934) | $ (58,512,654) | $ (63,338,998) | $ (72,842,401) | [1] | $ (4,885,134) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Change in fair value of warrants liability | 557,000 | (351,602) | 70,228 | 627,228 | 387,228 | ||
Total other income (expense), net | 478,394 | 154,058 | (133,776) | 344,618 | 69,912 | ||
Loss before taxes | (6,968,282) | (6,186,306) | (11,548,026) | (18,516,308) | (27,161,890) | ||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | ||
Less: Net loss attributable to non-controlling interests | (130,837) | (130,837) | (209,243) | ||||
Net loss attributable to Nuvve Holding Corp. | (6,837,445) | (6,187,306) | (11,549,026) | (18,386,471) | (26,953,647) | ||
Less: Preferred dividends on redeemable non-controlling interests | 39,096 | 39,096 | 101,856 | ||||
Less: Accretion on redeemable non-controlling interests preferred shares | 100,039 | 100,039 | 261,505 | ||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (6,976,580) | $ (6,187,306) | $ (11,549,026) | $ (18,525,606) | $ (27,317,008) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.37) | $ (0.33) | $ (0.79) | $ (1.16) | $ (1.64) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.37) | $ (0.33) | $ (0.79) | $ (1.16) | $ (1.64) | ||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ (2,936,794) | $ (43,818,000) | $ (43,818,000) | $ (46,754,794) | $ (46,754,794) | ||
Change in fair value of warrants liability | 3,158,000 | (3,145,628) | (3,145,628) | 12,372 | (699,628) | ||
Total other income (expense), net | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Loss before taxes | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Net loss | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Less: Net loss attributable to non-controlling interests | (1,929,030) | (1,929,030) | (1,929,029) | ||||
Net loss attributable to Nuvve Holding Corp. | 2,150,236 | (46,963,628) | (46,963,628) | (44,813,392) | (45,525,393) | ||
Less: Preferred dividends on redeemable non-controlling interests | 0 | 0 | 0 | ||||
Less: Accretion on redeemable non-controlling interests preferred shares | 0 | 0 | 0 | ||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ 2,150,236 | $ (46,963,628) | $ (46,963,628) | $ (44,813,392) | $ (45,525,393) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ 0.11 | $ (2.52) | $ (3.23) | $ (2.82) | $ (2.73) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ 0.11 | $ (2.52) | $ (3.23) | $ (2.82) | $ (2.73) | ||
[1]Note 2.[2](1) See Note 2. |
Summary of Signicifant Accounti
Summary of Signicifant Accounting Policies - Restatement of Previously Issued Financial Statements - Consolidated Statements of Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | $ (6,747,076) | $ (53,150,934) | $ (58,512,654) | $ (65,259,730) | $ (74,617,312) | [1],[2] | $ (4,885,134) |
Total Comprehensive loss | (74,426,025) | [3] | (5,070,595) | ||||
Less: Comprehensive loss attributable to non-controlling interests, net taxes | (2,138,272) | [3] | 0 | ||||
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | (71,924,392) | [3] | $ (5,070,595) | ||||
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | ||
Total Comprehensive loss | (26,971,603) | ||||||
Less: Comprehensive loss attributable to non-controlling interests, net taxes | (209,243) | ||||||
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | (26,398,999) | ||||||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | $ 221,206 | $ (46,963,628) | $ (46,963,628) | $ (46,742,422) | (47,454,422) | ||
Total Comprehensive loss | (47,454,422) | ||||||
Less: Comprehensive loss attributable to non-controlling interests, net taxes | (1,929,029) | ||||||
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders | $ (45,525,393) | ||||||
[1](1) See Note 2.[2]Note 2.[3]Note 2. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Consolidated Statements of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Issuance of warrants to Stonepeak and Evolve | $ 22,310,573 | |||||||
Net loss | $ (6,747,076) | $ (53,150,934) | $ (58,512,654) | $ (65,259,730) | (74,617,312) | [1],[2] | $ (4,885,134) | |
Balance December 31, 2021 | 27,012,445 | [3],[4] | $ (881,710) | $ 1,669,977 | ||||
As Previously Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Issuance of warrants to Stonepeak and Evolve | 27,142,471 | |||||||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | |||
Balance December 31, 2021 | 79,268,764 | |||||||
Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Issuance of warrants to Stonepeak and Evolve | (4,831,898) | |||||||
Net loss | $ 221,206 | $ (46,963,628) | $ (46,963,628) | $ (46,742,422) | (47,454,422) | |||
Balance December 31, 2021 | $ (52,256,319) | |||||||
[1](1) See Note 2.[2]Note 2.[3]Note 2.[4]See Note 2. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restatement of Previously Issued Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Operating activities | ||||||||||
Net loss | $ (6,747,076) | $ (53,150,934) | $ (58,512,654) | $ (65,259,730) | $ (74,617,312) | [1],[2] | $ (4,885,134) | |||
Adjustments to reconcile to net loss to net cash used in operating activities | ||||||||||
Financing costs | 43,818,000 | 46,754,794 | 46,771,276 | [1] | 0 | |||||
Change in fair value of warrants liability | (3,715,000) | 3,497,230 | 3,075,400 | (639,600) | 312,400 | [1],[2] | 0 | |||
Net cash used in operating activities | (13,413,426) | (23,478,507) | (29,190,718) | [1] | (3,078,943) | |||||
Investing activities | ||||||||||
Net cash used in investing activities | (265,475) | [1] | (22,504) | |||||||
Financing activities | ||||||||||
Issuance Costs Related to Preferred Stock | (2,956,248) | |||||||||
Net cash provided by financing activities | 59,721,226 | [1] | 5,239,897 | |||||||
Effect of exchange rate on cash | 199,592 | [1] | (189,258) | |||||||
Net increase in cash and restricted cash | 30,464,625 | [1] | 1,949,192 | |||||||
Cash and restricted cash at beginning of year | 2,275,895 | [1] | 2,275,895 | [1] | 2,275,895 | [1] | 326,703 | |||
Cash and restricted cash at end of year | [1] | 32,740,520 | 2,275,895 | |||||||
As Previously Reported | ||||||||||
Operating activities | ||||||||||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | |||||
Adjustments to reconcile to net loss to net cash used in operating activities | ||||||||||
Financing costs | 0 | 0 | 0 | |||||||
Change in fair value of warrants liability | (557,000) | 351,602 | (70,228) | (627,228) | (387,228) | |||||
Net cash used in operating activities | (13,413,426) | (23,478,507) | (29,207,200) | |||||||
Investing activities | ||||||||||
Net cash used in investing activities | (265,475) | |||||||||
Financing activities | ||||||||||
Issuance Costs Related to Preferred Stock | (2,939,766) | |||||||||
Net cash provided by financing activities | 59,737,708 | |||||||||
Effect of exchange rate on cash | 199,592 | |||||||||
Net increase in cash and restricted cash | 30,464,625 | |||||||||
Cash and restricted cash at beginning of year | 2,275,895 | 2,275,895 | 2,275,895 | |||||||
Cash and restricted cash at end of year | 32,740,520 | 2,275,895 | ||||||||
Adjustment | ||||||||||
Operating activities | ||||||||||
Net loss | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | |||||
Adjustments to reconcile to net loss to net cash used in operating activities | ||||||||||
Financing costs | 43,818,000 | 46,754,794 | 46,771,276 | |||||||
Change in fair value of warrants liability | $ (3,158,000) | $ 3,145,628 | 3,145,628 | (12,372) | 699,628 | |||||
Net cash used in operating activities | 0 | 0 | 16,482 | |||||||
Investing activities | ||||||||||
Net cash used in investing activities | 0 | |||||||||
Financing activities | ||||||||||
Issuance Costs Related to Preferred Stock | (16,482) | |||||||||
Net cash provided by financing activities | (16,482) | |||||||||
Effect of exchange rate on cash | 0 | |||||||||
Net increase in cash and restricted cash | 0 | |||||||||
Cash and restricted cash at beginning of year | $ 0 | $ 0 | 0 | |||||||
Cash and restricted cash at end of year | $ 0 | $ 0 | ||||||||
[1](1) See Note 2.[2]Note 2. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Assets and liabilities of consolidated VIEs (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash | $ 32,360,520 | [1] | $ 2,275,895 |
Total Assets | 52,914,543 | [1] | 7,155,435 |
Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | |||
Accrued expenses | 2,874,018 | [1] | 586,396 |
Derivative liability - non-controlling redeemable preferred shares | 511,948 | [1] | 0 |
Total Liabilities | 23,000,199 | [1] | $ 8,037,145 |
Variable Interest Entity | Levo Mobility LLC | |||
Assets | |||
Cash | 28,446 | ||
Total Assets | 28,446 | ||
Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit) | |||
Accrued expenses | 116,754 | ||
Derivative liability - non-controlling redeemable preferred shares | 511,948 | ||
Total Liabilities | $ 628,702 | ||
[1]Note 2. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | 1 Customer | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 12.40% | 12.40% |
Revenue Benchmark | 4 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 62.30% | 62.30% |
Revenue Benchmark | Top 5 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 44% | 70.80% |
Accounts Receivable | 4 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 70.40% | |
Accounts Receivable | Top 5 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 56% | 80% |
Accounts Receivable | 2 Customers | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 32.20% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of segment activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 4,190,765 | $ 4,209,697 |
Long-lived assets | 1,837,271 | 1,715,745 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,326,427 | 3,105,167 |
Long-lived assets | 1,811,607 | 1,705,201 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Revenues | 485,628 | 816,502 |
Denmark | ||
Segment Reporting Information [Line Items] | ||
Revenues | 378,710 | 288,028 |
Long-lived assets | $ 25,664 | $ 10,544 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of information regarding disaggregated revenue based on revenue by service - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | $ 4,190,765 | [1] | $ 4,209,697 |
Services | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | 797,127 | 1,270,227 | |
Grants | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | 1,270,138 | [1] | 2,266,546 |
Products | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | 2,123,500 | $ 672,924 | |
Products | Customer For Which Company has Control of Transfer of Equipment | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | 358,161 | ||
Products | Trade receivables | Customer For Which Company has Control of Transfer of Equipment | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | 220,000 | ||
Products | Financing Receivable | Customer For Which Company has Control of Transfer of Equipment | |||
Deferred Revenue Arrangement [Line Items] | |||
Total revenue | $ 138,141 | ||
[1]Note 2. |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of aggregate amount of revenue for the Company’s existing contracts with customers | Dec. 31, 2021 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 719,771 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 324,953 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 133,129 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 261,689 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on the condensed consolidated balance sheet | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Recurring fair value measurements | |
Total recurring fair value measurements | $ 10,054,948 |
Recurring fair value measurements, gain (loss) during period | $ (326,742) |
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | consolidated statements of operations |
Derivative liability - non-controlling redeemable preferred shares | |
Recurring fair value measurements | |
Total recurring fair value measurements | $ 511,948 |
Recurring fair value measurements, gain (loss) during period | (14,342) |
Private Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 866,000 |
Recurring fair value measurements, gain (loss) during period | 387,228 |
Stonepeak and Evolve Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 8,677,000 |
Recurring fair value measurements, gain (loss) during period | (699,628) |
Level 1: Quoted Prices in Active Markets for Identical Assets | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Derivative liability - non-controlling redeemable preferred shares | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Private Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 1: Quoted Prices in Active Markets for Identical Assets | Stonepeak and Evolve Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 2: Significant Other Observable Inputs | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 2: Significant Other Observable Inputs | Derivative liability - non-controlling redeemable preferred shares | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 2: Significant Other Observable Inputs | Private Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 2: Significant Other Observable Inputs | Stonepeak and Evolve Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 0 |
Level 3: Significant Unobservable Inputs | |
Recurring fair value measurements | |
Total recurring fair value measurements | 10,054,948 |
Level 3: Significant Unobservable Inputs | Derivative liability - non-controlling redeemable preferred shares | |
Recurring fair value measurements | |
Total recurring fair value measurements | 511,948 |
Level 3: Significant Unobservable Inputs | Private Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | 866,000 |
Level 3: Significant Unobservable Inputs | Stonepeak and Evolve Warrants | |
Recurring fair value measurements | |
Total recurring fair value measurements | $ 8,677,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value Recurring Basis Unobservable Input Reconciliation Net Derivative Asset Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Change in fair value of derivative liability |
Derivative liability - non-controlling redeemable preferred shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | $ 0 |
Assumed at closing of merger | 0 |
Initial fair value | 497,606 |
Total (gains) losses for period included in earnings | 14,342 |
Balance | 511,948 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | 0 |
Assumed at closing of merger | 1,253,228 |
Initial fair value | 0 |
Total (gains) losses for period included in earnings | (387,228) |
Balance | 866,000 |
Stonepeak and Evolve Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance | 0 |
Assumed at closing of merger | 0 |
Initial fair value | 7,977,372 |
Total (gains) losses for period included in earnings | 699,628 |
Balance | $ 8,677,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2021 $ / shares | May 17, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 10 years | |
Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price (in dollars per share) | $ 11.50 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivatives, term | 7 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivatives, term | 3 years | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.014 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.530 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Probability Of Redemption Trigger | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0.750 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 4 years 2 months 12 days | |
Exercise price (in dollars per share) | $ 11.50 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and right outstanding, measurement input | 0.012 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Private Warrants | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and right outstanding, measurement input | 0.540 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Techniques (Details) | Dec. 31, 2021 USD ($) $ / shares | Aug. 04, 2021 USD ($) | May 17, 2021 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 10,054,948 | ||
Warrants outstanding, term | 10 years | ||
Capital expenditure forecast (in millions) | $ 750,000,000 | ||
Stonepeak/Evolve Warrants - series B | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | $ 10 | ||
Stonepeak/Evolve Warrants - series C | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | 15 | ||
Stonepeak/Evolve Warrants - series D | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | 20 | ||
Stonepeak/Evolve Warrants - series E | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | 30 | ||
Stonepeak/Evolve Warrants - series F | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | $ 40 | ||
Level 3: Significant Unobservable Inputs | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 10,054,948 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 12,800,000 | ||
Warrants outstanding, term | 10 years | ||
Exercise price (in dollars per share) | $ / shares | $ 10 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.016 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.550 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series B | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 1 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 3,200,000 | $ 5,600,000 | |
Warrants outstanding, term | 9 years 4 months 24 days | 10 years | |
Exercise price (in dollars per share) | $ / shares | $ 15 | $ 15 | |
Capital expenditure forecast (in millions) | $ 125,000,000 | $ 125,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.015 | 0.016 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.540 | 0.550 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series C | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.907 | 0.969 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 2,400,000 | $ 4,800,000 | |
Warrants outstanding, term | 9 years 4 months 24 days | 10 years | |
Exercise price (in dollars per share) | $ / shares | $ 20 | $ 20 | |
Capital expenditure forecast (in millions) | $ 250,000,000 | $ 250,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.015 | 0.016 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.540 | 0.550 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series D | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.758 | 0.877 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 1,700,000 | $ 3,800,000 | |
Warrants outstanding, term | 9 years 4 months 24 days | 10 years | |
Exercise price (in dollars per share) | $ / shares | $ 30 | $ 30 | |
Capital expenditure forecast (in millions) | $ 375,000,000 | $ 375,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.015 | 0.016 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.540 | 0.550 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series E | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.638 | 0.782 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 1,300,000 | $ 3,200,000 | |
Warrants outstanding, term | 9 years 4 months 24 days | 10 years | |
Exercise price (in dollars per share) | $ / shares | $ 40 | $ 40 | |
Capital expenditure forecast (in millions) | $ 500,000,000 | $ 500,000,000 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.015 | 0.016 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.540 | 0.550 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak/Evolve Warrants - series F | Probability of warrants vesting | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.545 | 0.699 | |
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak Options | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value (in millions) | $ 12,600,000 | ||
Warrants outstanding, term | 7 years 6 months | ||
Exercise price (in dollars per share) | $ / shares | $ 50 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak Options | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.014 | ||
Level 3: Significant Unobservable Inputs | Fair Value, Nonrecurring | Stonepeak Options | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and right outstanding, measurement input | 0.570 |
Derivative Liability - Non-Co_3
Derivative Liability - Non-Controlling Redeemable Preferred Stock (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Embedded Derivative [Line Items] | |||
Derivative liability - non-controlling redeemable preferred shares | $ 511,948 | [1] | $ 0 |
Other Long-term Liabilities | |||
Embedded Derivative [Line Items] | |||
Derivative liability - non-controlling redeemable preferred shares | $ 511,948 | $ 0 | |
[1]Note 2. |
Investment in Dreev (Details)
Investment in Dreev (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | |
Schedule of Investments [Line Items] | |||||
Consulting services (in Dollars) | $ 0 | $ 0 | $ 278,887 | ||
Dreev | |||||
Schedule of Investments [Line Items] | |||||
Company's equity ownership | 13% | ||||
Company's Equity Ownership | Dreev | |||||
Schedule of Investments [Line Items] | |||||
Company's equity ownership | 49% | ||||
Dreev | |||||
Schedule of Investments [Line Items] | |||||
Company sold equity interest | 49% | ||||
Dreev | Company Sold Equity Interest | |||||
Schedule of Investments [Line Items] | |||||
Company sold equity interest | 36% |
Account Receivables, Net (Detai
Account Receivables, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Less: allowance for doubtful accounts | $ (63,188) | $ 0 | |
Accounts receivable | 1,886,708 | [1] | 999,897 |
Allowance for doubtful accounts: | |||
Beginning balance | 0 | 0 | |
Provision | (63,188) | 0 | |
Write-off | 0 | 0 | |
Recoveries | 0 | 0 | |
Ending balance | 63,188 | 0 | |
Trade receivables | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 1,949,896 | $ 999,897 | |
[1]Note 2. |
Inventories (Details)
Inventories (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) bus | Dec. 31, 2020 USD ($) | |
Inventory [Line Items] | ||
Inventory, gross | $ 11,118,188 | $ 1,052,478 |
Number of school buses delivered to company | bus | 10 | |
Number of years for busses to be delivered | 1 year | |
DC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | $ 7,687,598 | 842,122 |
AC Chargers | ||
Inventory [Line Items] | ||
Inventory, gross | 232,920 | 163,346 |
Vehicles - School Buses | ||
Inventory [Line Items] | ||
Inventory, gross | 3,180,000 | 0 |
Others | ||
Inventory [Line Items] | ||
Inventory, gross | $ 17,670 | $ 47,010 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 442,182 | $ 158,171 | |
Less: Accumulated Depreciation | (85,988) | (62,940) | |
Property and equipment, net | 356,194 | [1] | 95,231 |
Depreciation expense | 27,280 | 26,139 | |
Computers & Servers | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 105,499 | 1,426 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 168,862 | 156,745 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 161,771 | 0 | |
Others | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 6,050 | $ 0 | |
[1]Note 2. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross intangible asset | $ 2,091,556 | $ 2,091,556 |
Amortization expense of intangible assets | 139,437 | 139,437 |
Finite-lived intangible assets, accumulated amortization | 610,480 | $ 471,042 |
Finite-lived intangible assets, net | $ 1,481,077 | |
Acquire finite-lived intangible assets, weighted average useful life | 10 years 10 months 24 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of estimated future amortization expense amortizable intangible assets (Details) | Dec. 31, 2021 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 139,437 |
2023 | 139,437 |
2024 | 139,437 |
2025 | 139,437 |
2026 | 139,437 |
Thereafter | 783,892 |
Total estimated future amortization expense | $ 1,481,077 |
Debt - Schedule of debt (Detail
Debt - Schedule of debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Convertible debt | $ 0 | $ 4,000,000 | |
Payroll Protection Plan loan | 0 | 492,100 | |
Total | 0 | 4,492,100 | |
Less: discount on convertible debenture | 0 | (198,046) | |
Total debt - current | $ 0 | [1] | $ 4,294,054 |
[1]Note 2. |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 17, 2020 | May 31, 2020 | Jul. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | ||
Debt (Details) [Line Items] | |||||||
Debt discount | $ 0 | $ 198,046 | |||||
Convertible debt | 0 | 4,000,000 | |||||
Proceeds from PIPE offering | 14,250,000 | [1] | 0 | ||||
Long-term debt | 0 | 4,492,100 | |||||
Coronavirus Aid Relief And Economic Security | |||||||
Debt (Details) [Line Items] | |||||||
Loan term | 2 years | ||||||
Interest percentage | 1% | ||||||
Interest deferral period | 6 months | ||||||
Paycheck Protection Program, CARES Act | |||||||
Debt (Details) [Line Items] | |||||||
Interest expense | 1,607 | 3,214 | |||||
Proceeds from PIPE offering | $ 482,100 | ||||||
Economic Injury Disaster Loan | |||||||
Debt (Details) [Line Items] | |||||||
Debt instrument, stated rate | 3.75% | ||||||
Interest expense | 0 | ||||||
Proceeds from PIPE offering | $ 149,900 | ||||||
Proceeds from issuance of debt, advance | $ 10,000 | ||||||
Debt instrument, term | 30 years | ||||||
Long-term debt | 0 | 0 | |||||
Debentures Subject to Mandatory Redemption | |||||||
Debt (Details) [Line Items] | |||||||
Debt instrument, stated rate | 6% | ||||||
Face amount | $ 4,000,000 | ||||||
Net proceeds | 3,736,435 | ||||||
Debt discount | $ 263,565 | ||||||
Conversion price (in Dollars per share) | $ 1.56 | ||||||
Interest expense | 52,000 | 0 | |||||
Beneficial conversion feature, interest charge | 427,796 | ||||||
Convertible Debt | |||||||
Debt (Details) [Line Items] | |||||||
Debt instrument, stated rate | 5% | ||||||
Interest expense | 0 | 271,136 | |||||
Equity financing, conversion price, percent of price paid | 80% | ||||||
Debt conversion, converted instrument, shares issued | 1,529,225 | ||||||
Convertible debt | $ 0 | $ 0 | |||||
[1](1) See Note 2. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 26, 2021 USD ($) $ / shares shares | Apr. 23, 2021 USD ($) $ / shares shares | Nov. 11, 2020 USD ($) $ / shares shares | Feb. 19, 2020 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) class_of_stock $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | May 17, 2021 USD ($) $ / shares | ||
Stockholders' Equity [Line Items] | ||||||||||||
Number of classes of stock | class_of_stock | 2 | |||||||||||
Authorized capital stock (in shares) | shares | 101,000,000 | |||||||||||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 30,000,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized (in shares) | shares | 1,000,000 | |||||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | |||||||||||
Warrants outstanding, term | 10 years | |||||||||||
Sale of units (in shares) | shares | 134,499 | |||||||||||
Purchase price (in dollars per share) | $ 14.87 | $ 50 | ||||||||||
Amount of purchase | $ | $ 2,000,000 | |||||||||||
Warrant liability | $ | $ 866,000 | |||||||||||
Fair value adjustments | $ | $ 3,715,000 | $ (3,497,230) | $ (3,075,400) | $ 639,600 | (312,400) | [1],[2] | $ 0 | |||||
Shares issued (in dollars per share) | $ 10 | |||||||||||
Stock repurchased during period (in shares) | shares | 134,449 | 600,000 | ||||||||||
Repurchase of common stock from EDF | $ | $ 2,000,000 | $ 6,000,000 | [1] | $ 0 | ||||||||
Stock repurchased, average cost per share (in dollars per share) | $ 14.87 | $ 14.87 | ||||||||||
Purchase agreement, authorized amount | $ | $ 250,000,000 | |||||||||||
Grant date fair value of securities purchase agreement | $ | $ 12,600,000 | |||||||||||
Stonepeak | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Percent of warrants issued | 90% | |||||||||||
Evolve | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Percent of warrants issued | 10% | |||||||||||
Unit Purchase Option | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Shares issued (in dollars per share) | $ 100 | |||||||||||
Exercisable units (in shares) | shares | 316,250 | |||||||||||
Options exercisable (in dollars per share) | $ 11.50 | |||||||||||
Aggregate exercise price | $ | $ 3,636,875 | |||||||||||
Percent of one share of common stock | 110% | |||||||||||
Unit Purchase Option | Minimum | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Right to registration, period | 5 years | |||||||||||
Unit Purchase Option | Maximum | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Right to registration, period | 7 years | |||||||||||
PIPE | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Sale of units (in shares) | shares | 1.9 | |||||||||||
Purchase price (in dollars per share) | $ 11.50 | |||||||||||
Newborn | Investor | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Sale of units (in shares) | shares | 1,425,000 | |||||||||||
Purchase price (in dollars per share) | $ 10 | |||||||||||
Newborn | PIPE | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Amount of purchase | $ | $ 14,250,000 | |||||||||||
IPO | Newborn | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Class of warrant or right, outstanding (in shares) | shares | 1 | |||||||||||
Shares issued (in dollars per share) | $ 10 | |||||||||||
Number of warrants per unit (in shares) | shares | 1 | 1 | ||||||||||
Class of warrant or right, number of securities called by each warrant (in shares) | shares | 1 | |||||||||||
Percent of one share of common stock | 50% | 50% | ||||||||||
Private Placement | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Fair value adjustments | $ | $ 387,228 | |||||||||||
Private Placement | Newborn | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Sale of units (in shares) | shares | 272,500 | |||||||||||
Class of warrant or right, outstanding (in shares) | shares | 1 | |||||||||||
Shares issued (in dollars per share) | $ 10 | |||||||||||
Number of warrants per unit (in shares) | shares | 1 | |||||||||||
Percent of one share of common stock | 50% | |||||||||||
Stonepeak/Evolve Warrants - series B | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants and rights outstanding | $ | $ 12,800,000 | |||||||||||
Exercise price (in dollars per share) | $ 10 | |||||||||||
Stonepeak/Evolve Warrants - series C | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants and rights outstanding | $ | 5,600,000 | |||||||||||
Exercise price (in dollars per share) | 15 | |||||||||||
Stonepeak/Evolve Warrants - series D | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants and rights outstanding | $ | 4,800,000 | |||||||||||
Exercise price (in dollars per share) | 20 | |||||||||||
Stonepeak/Evolve Warrants - series E | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants and rights outstanding | $ | 3,800,000 | |||||||||||
Exercise price (in dollars per share) | 30 | |||||||||||
Stonepeak/Evolve Warrants - series F | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants and rights outstanding | $ | $ 3,200,000 | |||||||||||
Exercise price (in dollars per share) | 40 | |||||||||||
Warrants | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Sale of units (in shares) | shares | 1,353,750 | 5,750,000 | ||||||||||
Exercise price (in dollars per share) | 11.50 | |||||||||||
Redemption price (in dollars per share) | $ 0.01 | |||||||||||
Redemption period | 30 days | |||||||||||
Per unit price (in dollars per share) | $ 16.50 | |||||||||||
Threshold consecutive trading days | 20 days | |||||||||||
Threshold trading days | 30 days | |||||||||||
Registration ineffective, threshold trading days | 90 days | |||||||||||
Warrants | Private Placement | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Aggregate share purchase (in shares) | shares | 272,500 | |||||||||||
Stonepeak Warrants | Securities Purchase Agreement | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Percent of warrants issued | 90% | |||||||||||
Evolve Warrants | Securities Purchase Agreement | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Percent of warrants issued | 10% | |||||||||||
[1](1) See Note 2.[2]Note 2. |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of common stock issuable upon exercise of warrants outstanding (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 10,365,000 |
Number of Warrants Exercisable (in shares) | 8,365,000 |
Public Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 2,875,000 |
Number of Warrants Exercisable (in shares) | 2,875,000 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Private Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 136,250 |
Number of Warrants Exercisable (in shares) | 136,250 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
PIPE Warrants | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,353,750 |
Number of Warrants Exercisable (in shares) | 1,353,750 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Stonepeak/Evolve Warrants - series B | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 2,000,000 |
Number of Warrants Exercisable (in shares) | 2,000,000 |
Exercise price (in dollars per share) | $ / shares | $ 10 |
Stonepeak/Evolve Warrants - series C | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in dollars per share) | $ / shares | $ 15 |
Stonepeak/Evolve Warrants - series D | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in dollars per share) | $ / shares | $ 20 |
Stonepeak/Evolve Warrants - series E | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in dollars per share) | $ / shares | $ 30 |
Stonepeak/Evolve Warrants - series F | |
Stockholders’ Equity (Details) - Schedule of common stock issuable upon exercise of warrants outstanding [Line Items] | |
Number of Warrants (in shares) | 1,000,000 |
Number of Warrants Exercisable (in shares) | 500,000 |
Exercise price (in dollars per share) | $ / shares | $ 40 |
Stock Option Plan - Narrative (
Stock Option Plan - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based option modified (in Shares) | shares | 1,640,000 |
Increase decrease exercise price (in Dollars per share) | $ / shares | $ 0.60 |
Incremental compensation cost (in Dollars) | $ | $ 246,000 |
Unrecognized compensation costs, period of recognition | 3 years 1 month 24 days |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Additional compensation expense | $ | $ 62,449 |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost related to nonvested restricted stock | $ | $ 2,535,780 |
Unrecognized compensation costs, period of recognition | 1 year 8 months 12 days |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Capital shares reserved for future issuance (in shares) | shares | 3,300,000 |
Option contractual life | 10 years |
Issuance of common stock available for future (in Shares) | shares | 1,333,558 |
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ / shares | $ 7.26 |
2020 Plan | Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option vesting period | 4 years |
2010 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value of options granted during period (in Dollars per share) | $ / shares | $ 4.06 |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of stock-based compensation expense for stock options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,643,242 | $ 599,535 |
Restricted stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,514,120 | 0 |
Options and Restricted Stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 4,157,362 | $ 599,535 |
Stock Option Plan - Schedule _2
Stock Option Plan - Schedule of black-scholes option pricing model to estimate the fair value of stock options (Details) | 12 Months Ended |
Dec. 31, 2021 | |
2010 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options (in years) | 6 years |
Dividend yield | 0% |
Risk-free interest rate | 1.02% |
Volatility | 60.20% |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of options (in years) | 6 years |
Dividend yield | 0% |
Risk-free interest rate | 1.02% |
Volatility | 60.20% |
Stock Option Plan - Schedule _3
Stock Option Plan - Schedule of stock option activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
2010 Plan | ||
Shares | ||
Beginning balance (in Shares) | 1,242,234 | |
Granted, (in Shares) | 81,775 | |
Exercised (in Shares) | (224,721) | |
Forfeited (in Shares) | (61,444) | |
Expired/Cancelled (in Shares) | (2,809) | |
Ending balance (in Shares) | 1,035,035 | 1,242,234 |
Options exercisable (in Shares) | 832,865 | |
Options vested (in Shares) | 832,865 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 2.88 | |
Granted (in Dollars per share) | 8.71 | |
Exercised (in Dollars per share) | 2.47 | |
Forfeited (in Dollars per share) | 6.58 | |
Expired/Cancelled (in Dollars per share) | 2.78 | |
Ending balance (in Dollars per share) | 3.21 | $ 2.88 |
Options exercisable (in dollars per share) | 2.31 | |
Options vested (in Dollars per share) | $ 2.31 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 5 years 10 months 24 days | 6 years 8 months 23 days |
Options exercisable, weighted average remaining contractual term | 5 years 3 months 10 days | |
Options vested, weighted average remaining contractual term | 5 years 3 months 10 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 5,688,501 | |
Exercisable | 5,329,855 | |
Vested | $ 5,329,855 | |
2020 Plan | ||
Shares | ||
Beginning balance (in Shares) | 0 | |
Granted, (in Shares) | 1,797,450 | |
Exercised (in Shares) | 0 | |
Forfeited (in Shares) | (194,500) | |
Expired/Cancelled (in Shares) | (100) | |
Ending balance (in Shares) | 1,602,850 | 0 |
Options exercisable (in Shares) | 0 | |
Options vested (in Shares) | 1,602,850 | |
Weighted- Average Exercise Price per Share($) | ||
Beginning balance (in Dollars per share) | $ 0 | |
Granted (in Dollars per share) | 12.85 | |
Exercised (in Dollars per share) | 0 | |
Forfeited (in Dollars per share) | 10.15 | |
Expired/Cancelled (in Dollars per share) | 10 | |
Ending balance (in Dollars per share) | 13.18 | $ 0 |
Options exercisable (in dollars per share) | 0 | |
Options vested (in Dollars per share) | $ 13.18 | |
Weighted- Average Remaining Contractual Term (Years) | ||
Outstanding, weighted-average remaining contractual term | 9 years 3 months 7 days | |
Aggregate Intrinsic Value($) | ||
Outstanding | $ 46,920 | |
Exercisable | 0 | |
Vested | $ 0 |
Stock Option Plan - Schedule _4
Stock Option Plan - Schedule of other share based compensation information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Share-Based Payment Arrangement [Abstract] | |||
Proceeds from exercise of stock options | $ 576,528 | [1] | $ 22,862 |
Unrecognized compensation costs | $ 10,430,700 | ||
Unrecognized compensation costs, period of recognition | 3 years 1 month 24 days | ||
[1](1) See Note 2. |
Stock Option Plan - Schedule _5
Stock Option Plan - Schedule of nonvested restricted stock units (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in Shares) | shares | 0 |
Granted (in Shares) | shares | 378,698 |
Vested/Release (in Shares) | shares | (9,775) |
Cancelled/Forfeited (in Shares) | shares | (15,106) |
Ending balance (in Shares) | shares | 353,817 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in Dollars per share) | $ / shares | $ 0 |
Granted (in Dollars per share) | $ / shares | 11.09 |
Vested/Release (in Dollars per share) | $ / shares | 15.98 |
Cancelled/Forfeited (in Dollars per share) | $ / shares | 9.93 |
Ending balance (in Dollars per share) | $ / shares | $ 11 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ 0 | $ 0 | |
State | 1,000 | 1,000 | |
Current income tax expense | 1,000 | 1,000 | |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Deferred income tax expense | 0 | 0 | |
Income tax expense | $ 1,000 | [1] | $ 1,000 |
[1]Note 2. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward, subject to expiration | $ 3,070,000 | |
Deferred tax assets, valuation allowance | 10,384,550 | $ 4,741,291 |
Valuation allowance increase | (5,643,259) | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 36,920,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 19,084,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Basis difference in equity investment | $ (576,523) | $ (660,140) |
Accrued liabilities and other | 1,007,644 | 144,332 |
Right-of-use assets | 845,240 | 0 |
Lease liabilities | 845,240 | 0 |
Net operating losses | 9,953,429 | 5,257,099 |
Net deferred tax assets (liabilities) before valuation allowance | 10,384,550 | 4,741,291 |
Valuation allowance | (10,384,550) | (4,741,291) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||
Federal income tax at statutory rate | $ (15,669,426) | $ (1,025,668) | |
State income tax, net of federal benefit | (776,843) | (177,245) | |
Stock compensation | 452,444 | 180,050 | |
Change in fair value of warrants | 65,604 | 0 | |
162(m) excess compensation | 237,247 | 0 | |
Financing costs | 9,413,411 | 0 | |
Change in valuation allowance | 5,643,259 | 869,487 | |
Other | 635,304 | 154,376 | |
Income tax expense | $ 1,000 | [1] | $ 1,000 |
[1]Note 2. |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Earnings Per Share [Abstract] | |||||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (4,826,344) | $ (53,150,934) | $ (58,512,654) | $ (63,338,998) | $ (72,842,401) | [1] | $ (4,885,134) |
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Shares) | 16,654,495 | [1] | 8,821,226 | ||||
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Shares) | 16,654,495 | [1] | 8,821,226 | ||||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (72,842,401) | $ (4,885,134) | |||||
[1]Note 2. |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Diluted Net Loss Attributable to Nuvve common stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 16,959,978 | 1,252,349 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 2,424,410 | 1,106,798 |
Nonvested Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 709,263 | 0 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 3,033,548 | 0 |
Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 143,764 | 0 |
PIPE | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 1,428,405 | 0 |
Stonepeak Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 5,029,412 | 0 |
Stonepeak Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 4,191,176 | 0 |
Convertible Notes payable | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (in Shares) | 0 | 145,551 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | ||||
Apr. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 17, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |||||
Accrued compensation payable | $ 471,129 | ||||
Payments to officers or stockholders | $ 0 | $ 0 | |||
Due to officers and stockholders, current | 0 | 42,500 | |||
Revenue from related parties | 399,620 | 621,330 | |||
Accounts receivable, related parties | $ 0 | $ 0 | |||
Sale of units (in shares) | 134,499 | ||||
Purchase price (in dollars per share) | $ 14.87 | $ 50 | |||
Amount of purchase | $ 2,000,000 |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Lessee, Lease, Description [Line Items] | |||
Right-of-use operating lease assets | $ 3,483,042 | [1] | $ 0 |
Finance lease, right-of-use asset, after accumulated amortization | 25,664 | ||
Operating and finance lease right-of-use assets | $ 3,508,706 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | ||
Operating lease liabilities - current | $ 41,513 | [1] | 0 |
Operating Lease, Liability, Noncurrent | 3,441,642 | [1] | $ 0 |
Finance lease liabilities - current | 7,634 | ||
Finance lease liabilities - noncurrent | 18,860 | ||
Total lease obligations | $ 3,509,649 | ||
Finance lease, liability, current, statement of financial position, extensible list | Other liabilities | ||
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | ||
Total lease expense | $ 226,346 | ||
Selling, General, and Administrative Expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expense | 219,712 | ||
Amortization of finance lease assets | 2,998 | ||
Interest Expense | |||
Lessee, Lease, Description [Line Items] | |||
Interest expense | $ 3,636 | ||
[1]Note 2. |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2020 USD ($) | May 16, 2021 USD ($) ft² | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 334,350 | |
Total minimum lease payments | $ 139,843 | |
Main Office Lease | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | |
Net rentable area | ft² | 10,250 | |
Operating lease, fixed percent increase in rental payment | 3% | |
Letter of credit outstanding | $ 380,000 |
Leases - Schedule of operating
Leases - Schedule of operating lease liability maturity (Details) | Dec. 31, 2021 USD ($) |
Operating Lease | |
2022 | $ 125,783 |
2023 | 514,377 |
2024 | 529,807 |
2025 | 545,703 |
2026 | 562,074 |
Thereafter | 3,017,861 |
Total lease payments | 5,295,605 |
Less: interest | (1,812,338) |
Total lease obligations | 3,483,267 |
Finance Lease | |
2022 | 7,634 |
2023 | 7,586 |
2024 | 7,586 |
2025 | 7,586 |
2026 | 1,897 |
Thereafter | 0 |
Total lease payments | 32,289 |
Less: interest | (5,907) |
Total lease obligations | $ 26,382 |
Leases - Lease term, discount r
Leases - Lease term, discount rate, and other information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Weighted-average remaining lease terms (in years): | |||
Operating lease | 9 years 10 months 24 days | ||
Finance lease | 4 years 6 months | ||
Weighted-average discount rate: | |||
Operating lease | 7.80% | ||
Finance lease | 7.80% | ||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 100,292 | ||
Operating cash flows from finance leases | 3,636 | ||
Financing cash flows from finance leases | 5,839 | [1] | $ 0 |
Leased assets obtained in exchange for new finance lease liabilities | 3,508,706 | ||
Leased assets obtained in exchange for new operating lease liabilities | $ 0 | ||
[1](1) See Note 2. |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 27, 2021 USD ($) dCCharger | Oct. 05, 2020 USD ($) | Nov. 17, 2017 USD ($) | Oct. 31, 2021 | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 20, 2021 USD ($) dCCharger | Sep. 01, 2016 USD ($) | |
Other Commitments [Line Items] | |||||||||
Term after company first began operations | 5 years | ||||||||
Compensation expenses | $ 1,808,347 | ||||||||
Restructuring and related cost | $ 496,666 | ||||||||
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | consolidated statements of operations | ||||||||
Installment amount | $ 400,000 | $ 400,000 | $ 400,000 | ||||||
Renewal period | 1 year | ||||||||
Related party debt outstanding | $ 266,667 | ||||||||
Property expire | 20 years | ||||||||
Royalty expense, aggregate amount under agreement | $ 700,000 | ||||||||
Royalty expense | 0 | $ 0 | |||||||
Acquisition costs, amortization period | 15 years | ||||||||
Investment | 270,000 | ||||||||
Legal fees, aggregate amount authorized | $ 96,000 | ||||||||
Legal fees | $ 0 | ||||||||
Purchase obligation, number of DC chargers | dCCharger | 250 | ||||||||
Purchase obligation | $ 13,200,000 | ||||||||
Purchase obligation, DC chargers received | dCCharger | 80 | ||||||||
Purchase obligation, purchases | $ 3,100,000 | ||||||||
IP Acquisition Agreement | |||||||||
Other Commitments [Line Items] | |||||||||
Asset acquisition, upfront payment | $ 500,000 | ||||||||
Asset acquisition, equity consideration transferred | 1,491,556 | ||||||||
Asset acquisition, consideration transferred | 1,991,556 | ||||||||
Royalties payments | $ 7,500,000 | ||||||||
Founder 1 | |||||||||
Other Commitments [Line Items] | |||||||||
Deferred compensation liability, percent of company value | 1% | ||||||||
Deferred compensation liability | $ 1,548,347 | ||||||||
Founder 2 | |||||||||
Other Commitments [Line Items] | |||||||||
Deferred compensation liability | $ 260,000 | ||||||||
Deferred compensation liability, percent of salary | 100% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of milestone event (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 7,500,000 |
10000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 500,000 |
20000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
40000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
60000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
80000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 750,000 |
100000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
200000 | |
Other Commitments [Line Items] | |
Milestone payment amount | 1,000,000 |
250000 | |
Other Commitments [Line Items] | |
Milestone payment amount | $ 2,000,000 |
Levo Mobility LLC Entity (Detai
Levo Mobility LLC Entity (Details) | 12 Months Ended | ||||
Aug. 04, 2021 USD ($) member $ / shares shares | May 17, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Apr. 23, 2021 $ / shares | Nov. 11, 2020 member | |
Class of Warrant or Right [Line Items] | |||||
Upfront capital commitment | $ 750,000,000 | ||||
Optional amount of additional funding | $ 500,000,000 | ||||
Warrants outstanding, term | 10 years | ||||
Purchase agreement, authorized amount | $ 250,000,000 | ||||
Purchase price (in dollars per share) | $ / shares | $ 50 | $ 14.87 | |||
Capital expenditure forecast (in millions) | $ 750,000,000 | ||||
Class of warrant or right outstanding, potential future capital expenditures | 1,000,000,000 | ||||
Aggregate capital contributions, threshold to determine how distributions shall be paid | $ 50,000,000 | ||||
Triggering event causing redemption, internal rate of return | 12.50% | ||||
Triggering event causing redemption, multiple of invested capital | 1.55 | ||||
Number of members on the board of directors | member | 7 | ||||
Deferred financing costs | $ 0 | ||||
Levo LLCA | |||||
Class of Warrant or Right [Line Items] | |||||
Transaction related expenses in which the company is responsible | 1,000,000 | ||||
Deferred financing costs | 1,000,000 | ||||
Nuvve | |||||
Class of Warrant or Right [Line Items] | |||||
Number of members on the board of directors | member | 5 | ||||
Class B Preferred Unit | |||||
Class of Warrant or Right [Line Items] | |||||
Liquidation preference per share (in Dollars per share) | $ / shares | $ 1,000 | ||||
Preferred distribution rate | 8% | ||||
Distribution preference, liquidation preference per share (in Dollars per share) | $ / shares | $ 1 | ||||
Stonepeak | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of warrants issued | 90% | ||||
Out-of-pocket expenses reimbursable | 900,000 | ||||
Evolve | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of warrants issued | 10% | ||||
Out-of-pocket expenses reimbursable | 100,000 | ||||
Levo LLCA | |||||
Class of Warrant or Right [Line Items] | |||||
Additional capital expenditures, minimum | $ 500,000,000 | ||||
Number of members on the board of directors | member | 9 | ||||
Out-of-pocket expenses incurred | 3,900,000 | ||||
Levo LLCA | Development Service Agreement | |||||
Class of Warrant or Right [Line Items] | |||||
Additional capital expenditures, minimum | $ 25,000,000 | ||||
Percent of budgeted out-of-pocket and general and administrative expenses reimbursable | 49% | ||||
Percent of reimbursable out-of-pocket and general and administrative expenses after development period | 100% | ||||
Levo LLCA | Nuvve | |||||
Class of Warrant or Right [Line Items] | |||||
Number of members on the board of directors | member | 5 | ||||
Levo LLCA | Stonepeak | |||||
Class of Warrant or Right [Line Items] | |||||
Number of members on the board of directors | member | 3 | ||||
Percent of issued and outstanding units | 10% | ||||
Levo LLCA | Stonepeak | Board Rights Agreement | Threshold One | |||||
Class of Warrant or Right [Line Items] | |||||
Number of members on the board of directors | member | 1 | ||||
Percent of issued and outstanding units | 10% | ||||
Number of observers in board of director meetings | member | 2 | ||||
Number of committees on the board of directors | member | 1 | ||||
Levo LLCA | Stonepeak | Board Rights Agreement | Threshold Two | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of issued and outstanding units | 15% | ||||
Number of committees on the board of directors | member | 2 | ||||
Levo LLCA | Stonepeak | Board Rights Agreement | Threshold Three | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of issued and outstanding units | 25% | ||||
Levo LLCA | Evolve | |||||
Class of Warrant or Right [Line Items] | |||||
Number of members on the board of directors | member | 1 | ||||
Percent of issued and outstanding units | 2% | ||||
Levo LLCA | Class A Common Units | |||||
Class of Warrant or Right [Line Items] | |||||
Unit distribution (in Shares) | shares | 510,000 | ||||
Levo LLCA | Class B Preferred Unit | |||||
Class of Warrant or Right [Line Items] | |||||
Unit distribution (in Shares) | shares | 2,801 | ||||
Levo LLCA | Class C Common Unit | |||||
Class of Warrant or Right [Line Items] | |||||
Unit distribution (in Shares) | shares | 490,000 | ||||
Stonepeak and Evolve | |||||
Class of Warrant or Right [Line Items] | |||||
Out-of-pocket expenses incurred | $ 2,900,000 | ||||
Stonepeak and Evolve | Levo LLCA | |||||
Class of Warrant or Right [Line Items] | |||||
Payments to acquire equity units | $ 2,800,000 | ||||
Additional capital contribution to acquire additional units | $ 1,000 | ||||
Securities Purchase Agreement | Stonepeak Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of warrants issued | 90% | ||||
Securities Purchase Agreement | Evolve Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Percent of warrants issued | 10% | ||||
Stonepeak/Evolve Warrants - series B | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 2,000,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 10 | ||||
Stonepeak/Evolve Warrants - series C | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 15 | ||||
Percent of warrants vested upon issuance | 50% | ||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 125,000,000 | ||||
Stonepeak/Evolve Warrants - series D | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 20 | ||||
Percent of warrants vested upon issuance | 50% | ||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 250,000,000 | ||||
Stonepeak/Evolve Warrants - series E | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 30 | ||||
Percent of warrants vested upon issuance | 50% | ||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 375,000,000 | ||||
Stonepeak/Evolve Warrants - series F | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by warrants (in shares) | shares | 1,000,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 40 | ||||
Percent of warrants vested upon issuance | 50% | ||||
Percent of warrants vested upon additional capital expenditures | 50% | ||||
Additional capital expenditure to trigger exercise of nonvested warrants | $ 500,000,000 |
Non-Controlling Interest - Narr
Non-Controlling Interest - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Noncontrolling Interest [Line Items] | |
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 0 |
Temporary equity, shares issued (in Shares) | shares | 3,138 |
Temporary equity, shares outstanding (in Shares) | shares | 3,138 |
Less: Non-controlling redeemable preferred shares - embedded derivatives | $ | $ 497,606 |
Accretion period (in years) | 7 years |
Redeemable non controlling interests | |
Noncontrolling Interest [Line Items] | |
Less: Non-controlling redeemable preferred shares - embedded derivatives | $ | $ 497,606 |
Redeemable noncontrolling interest, equity, carrying amount | $ | 2,901,899 |
Accretion value | $ | $ 261,505 |
Levo Mobility LLC | Series B Preferred Stock | |
Noncontrolling Interest [Line Items] | |
Temporary equity, shares authorized (in Shares) | shares | 1,000,000 |
Temporary equity, dividend rate, percentage | 8% |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 1,000 |
Temporary equity, accretion of dividends | $ | $ 62,760 |
Temporary equity, shares issued (in Shares) | shares | 3,138 |
Temporary equity, shares outstanding (in Shares) | shares | 3,138 |
Redeemable noncontrolling interest, equity, fair value | $ | $ 3,138,000 |
Non-Controlling Interest - Seri
Non-Controlling Interest - Series B Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Noncontrolling Interest [Line Items] | |
Temporary equity, shares authorized (in Shares) | 1,000,000 |
Temporary equity, shares outstanding (in Shares) | 3,138 |
Temporary equity, shares issued (in Shares) | 3,138 |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 0 |
Temporary equity, liquidation preference | $ | $ 3,200,760 |
Series B Preferred Stock | Levo Mobility LLC | |
Noncontrolling Interest [Line Items] | |
Temporary equity, shares authorized (in Shares) | 1,000,000 |
Temporary equity, shares outstanding (in Shares) | 3,138 |
Temporary equity, shares issued (in Shares) | 3,138 |
Temporary equity, par value (in Dollars per share) | $ / shares | $ 1,000 |
Redeemable noncontrolling interest, equity, fair value | $ | $ 3,138,000 |
Temporary equity, accretion of dividends | $ | 62,760 |
Temporary equity, liquidation preference | $ | $ 3,200,760 |
Non-Controlling Interest - Non-
Non-Controlling Interest - Non-controlling interests presented as a separate component of stockholders’ equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Noncontrolling Interest [Line Items] | |||||
Add: Net loss attributable to non-controlling interests | $ (2,059,867) | $ (2,059,867) | $ (2,138,272) | [1] | $ 0 |
Preferred dividends - non-controlling interest | 101,856 | ||||
Non-controlling interests | (2,501,633) | [2] | $ 0 | ||
Levo Mobility LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Add: Net loss attributable to non-controlling interests | (2,138,272) | ||||
Preferred dividends - non-controlling interest | 101,856 | ||||
Preferred share Accretion adjustment | 261,505 | ||||
Non-controlling interests | $ (2,501,633) | ||||
[1]Note 2.[2]Note 2. |
Non-Controlling Interest - Cond
Non-Controlling Interest - Condensed consolidated statements of operations (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Levo Mobility LLC | |
Noncontrolling Interest [Line Items] | |
Net loss attributable to non-controlling interests | $ (2,138,272) |
Non-Controlling Interest - Rede
Non-Controlling Interest - Redeemable noncontrolling interest reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Less: Non-controlling redeemable preferred shares - embedded derivatives | $ 497,606 | |
Ending balance | 2,640,394 | |
Redeemable non controlling interests | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | 0 | |
Beginning redemption value (at fair value) | $ 3,138,000 | |
Less: Non-controlling redeemable preferred shares - embedded derivatives | 497,606 | |
Adjusted initial carrying value | 2,640,394 | |
Preferred share Accretion adjustment | 261,505 | |
Ending balance | $ 2,901,899 |
Supplementary Quarterly Data _3
Supplementary Quarterly Data (Unaudited) - Restatement of Previously Issued Financial Statements - Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ (2,936,794) | $ (43,818,000) | $ (43,818,000) | $ (46,754,794) | $ (46,754,794) | [1] | $ 0 |
Change in fair value of warrants liability | 3,715,000 | (3,497,230) | (3,075,400) | 639,600 | (312,400) | [1],[2] | 0 |
Total other income (expense), net | 699,600 | (46,809,570) | (47,097,404) | (46,397,804) | (47,384,510) | [1] | (196,751) |
Loss before taxes | (6,747,076) | (53,149,934) | (58,511,654) | (65,258,730) | (74,616,312) | [1] | (4,884,134) |
Net loss | (6,747,076) | (53,150,934) | (58,512,654) | (65,259,730) | (74,617,312) | [1],[2] | (4,885,134) |
Less: Net loss attributable to non-controlling interests | (2,059,867) | (2,059,867) | (2,138,272) | [1] | 0 | ||
Net loss attributable to Nuvve Holding Corp. | (4,687,209) | (53,150,934) | (58,512,654) | (63,199,863) | (72,479,040) | [1] | (4,885,134) |
Less: Preferred dividends on redeemable non-controlling interests | 39,096 | 39,096 | 101,856 | [1] | 0 | ||
Less: Accretion on redeemable non-controlling interests preferred shares | 100,039 | 100,039 | 261,505 | [1] | 0 | ||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (4,826,344) | $ (53,150,934) | $ (58,512,654) | $ (63,338,998) | $ (72,842,401) | [1] | $ (4,885,134) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.26) | $ (2.85) | $ (4.02) | $ (3.98) | $ (4.37) | [1] | $ (0.55) |
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Change in fair value of warrants liability | 557,000 | (351,602) | 70,228 | 627,228 | 387,228 | ||
Total other income (expense), net | 478,394 | 154,058 | (133,776) | 344,618 | 69,912 | ||
Loss before taxes | (6,968,282) | (6,186,306) | (11,548,026) | (18,516,308) | (27,161,890) | ||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | ||
Less: Net loss attributable to non-controlling interests | (130,837) | (130,837) | (209,243) | ||||
Net loss attributable to Nuvve Holding Corp. | (6,837,445) | (6,187,306) | (11,549,026) | (18,386,471) | (26,953,647) | ||
Less: Preferred dividends on redeemable non-controlling interests | 39,096 | 39,096 | 101,856 | ||||
Less: Accretion on redeemable non-controlling interests preferred shares | 100,039 | 100,039 | 261,505 | ||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ (6,976,580) | $ (6,187,306) | $ (11,549,026) | $ (18,525,606) | $ (27,317,008) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ (0.37) | $ (0.33) | $ (0.79) | $ (1.16) | $ (1.64) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ (0.37) | $ (0.33) | $ (0.79) | $ (1.16) | $ (1.64) | ||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Financing costs | $ (2,936,794) | $ (43,818,000) | $ (43,818,000) | $ (46,754,794) | $ (46,754,794) | ||
Change in fair value of warrants liability | 3,158,000 | (3,145,628) | (3,145,628) | 12,372 | (699,628) | ||
Total other income (expense), net | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Loss before taxes | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Net loss | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Less: Net loss attributable to non-controlling interests | (1,929,030) | (1,929,030) | (1,929,029) | ||||
Net loss attributable to Nuvve Holding Corp. | 2,150,236 | (46,963,628) | (46,963,628) | (44,813,392) | (45,525,393) | ||
Less: Preferred dividends on redeemable non-controlling interests | 0 | 0 | 0 | ||||
Less: Accretion on redeemable non-controlling interests preferred shares | 0 | 0 | 0 | ||||
Net loss attributable to Nuvve Holding Corp. common stockholders | $ 2,150,236 | $ (46,963,628) | $ (46,963,628) | $ (44,813,392) | $ (45,525,393) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic (in Dollars per share) | $ 0.11 | $ (2.52) | $ (3.23) | $ (2.82) | $ (2.73) | ||
Net loss per share attributable to Nuvve Holding Corp. common stockholders, diluted (in Dollars per share) | $ 0.11 | $ (2.52) | $ (3.23) | $ (2.82) | $ (2.73) | ||
[1]Note 2.[2](1) See Note 2. |
Supplementary Quarterly Data _4
Supplementary Quarterly Data (Unaudited) - Restatement of Previously Issued Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating activities | |||||||
Net loss | $ (6,747,076) | $ (53,150,934) | $ (58,512,654) | $ (65,259,730) | $ (74,617,312) | [1],[2] | $ (4,885,134) |
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||
Financing costs | 43,818,000 | 46,754,794 | 46,771,276 | [1] | 0 | ||
Change in fair value of warrants liability | (3,715,000) | 3,497,230 | 3,075,400 | (639,600) | 312,400 | [1],[2] | 0 |
Net cash used in operating activities | (13,413,426) | (23,478,507) | (29,190,718) | [1] | $ (3,078,943) | ||
As Previously Reported | |||||||
Operating activities | |||||||
Net loss | (6,968,282) | (6,187,306) | (11,549,026) | (18,517,308) | (27,162,890) | ||
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||
Financing costs | 0 | 0 | 0 | ||||
Change in fair value of warrants liability | (557,000) | 351,602 | (70,228) | (627,228) | (387,228) | ||
Net cash used in operating activities | (13,413,426) | (23,478,507) | (29,207,200) | ||||
Adjustment | |||||||
Operating activities | |||||||
Net loss | 221,206 | (46,963,628) | (46,963,628) | (46,742,422) | (47,454,422) | ||
Adjustments to reconcile to net loss to net cash used in operating activities | |||||||
Financing costs | 43,818,000 | 46,754,794 | 46,771,276 | ||||
Change in fair value of warrants liability | $ (3,158,000) | $ 3,145,628 | 3,145,628 | (12,372) | 699,628 | ||
Net cash used in operating activities | $ 0 | $ 0 | $ 16,482 | ||||
[1](1) See Note 2.[2]Note 2. |