What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-03-31 · 117 added, 38 removed, 275 unchanged (36% of the section changed)

Unless the context otherwise requires, references in this section to “we,” “us” and “our” and to “Nuvve” and the “Company” are to Nuvve Corporation and its subsidiaries for periods prior to the Business Combination ( as described under "Corporate Information" below) and Nuvve Holding Corp.

and its subsidiaries, including Nuvve Corporation, for periods after the Business Combination.

Nuvve Holding Corp., a Delaware corporation, has developed a proprietary vehicle-to-grid (V2G) technology, including its Grid Integrated Vehicle (“GIVe™”) cloud-based software platform, that enables it to link multiple electric vehicle (“EV”) batteries into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.

Combining our innovative V2G technology and an ecosystem of electrification partners, we dynamically manage power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy.

Unless the context otherwise requires, references in this section to “we,” “us” and “our” and to “Nuvve” and the “Company” are to Nuvve Holding Corp.

and its subsidiaries.

We have developed a proprietary vehicle-to-grid ("V2G") technology, including our Grid Integrated Vehicle (“GIVe”) cloud-based software platform, that enables us to link multiple electric vehicle (“EV”) batteries into a virtual power plant to provide bi-directional energy to the electrical grid in a qualified and secure manner.

Combining our innovative V2G technology and an ecosystem of electrification partners, we dynamically manage power among EV batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy.

With products designed to transform EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, we are working toward making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world.

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With our V2G technology, the grid becomes more resilient through the benefits of greater networked battery capacity.

Our Grid Integrated Vehicle (“GIVe”) software platform enables us to aggregate multiple EV batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner.

Our GIVe software platform enables us to aggregate multiple EV batteries into a virtual power plant (“VPP”) to provide bidirectional services to the electrical grid in a qualified and secure manner.

VPPs can generate revenue by selling excess power to utility companies, utilizing the stored power to perform grid services, or reduce building energy peak consumption.

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By acting as a reserve to store or release energy into the grid in order to offset variations in demand, the FCR service provided by our GIVe platform assists the local system operator in the critical task of frequency regulation.

Over the five-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.

Over the seven-plus years of this deployment, we have accumulated many hours of valuable learning on fleet operation and energy market behavior.

This Denmark-based fleet is driven primarily during the day and is parked at night and on weekends, allowing it on average about 17 hours of available market participation per day.

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We aggregate multiple EVs into a VPP.

The total available capacity from a coalition of aggregated EVs is bid onto the frequency-controlled reserve market.

The total available capacity from a coalition of aggregated EVs is bid onto the

frequency-controlled reserve market.

It is the design of our V2G platform that enables us to aggregate EVs into a VPP to provide services to the grid bidirectionally.

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and (3) real-time optimization that matches available coalition capacity onto grid needs on a second-by-second basis, all while ensuring the desired EV battery charge level at drive time.

Our GIVe platform also provides electric vehicle charging load management services allowing customers to reduce energy consumption during peak demand periods, simultaneously reducing the burden on the grid while optimizing EV charging.

We can perform charge management services at the individual vehicle level and across an entire fleet of EVs.

The GIVE platform constantly communicates with the electricity infrastructure, charge points, and charging EVs, creating a balanced and optimized eco system.

Electric vehicles are inherently unreliable grid resources because their primary transportation function can cause them to be plugged in or unplugged at any time with varying states of charge.

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Vehicle operators can use our fleet management app and set driving needs for any given day to fulfill their driving duties.

Market Opportunity and the Our Solution

Market Opportunity and Our Solution

The EV industry has grown rapidly since we were founded in 2010.

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Today, we continue to advance our software platform’s ability to conduct forecasting, bidding, dispatching and reporting functionalities — so that the needs of the driver, the grid and the EV battery are continually met.

Our strategy incorporates a diversified set of segments, geographies and partners, including light duty fleets, heavy duty fleets, automotive original equipment manufacturers (“OEMs”), charge point operators, and strategic partnerships located in Europe, Asia (including Japan) and North America.

Our strategy incorporates a diversified set of segments, geographies and partners, including the North America school bus market, stationary storage, enhancing our offering with artificial intelligence (AI).

We operate our platform across light duty fleets, heavy duty fleets, automotive original equipment manufacturers (“OEMs”), charge point operators, and strategic partnerships located in Europe, Asia (including Japan) and North America.

• Capturing opportunities in the North America school bus market.

There are 600,000 school buses in North America being replaced at an average pace of 40,000 to 50,000 buses per year.

School buses are not only parked most of the time (97% of the time on average), but they represent a use case for V2G that is easy for everyone to understand.

Electrifying school buses remains a top priority for the Biden administration, as evidenced by the federal government’s $5 billion grant to the EPA to support electric school bus deployment.

Through initiatives such as our partnership with Blue Bird, we are well-positioned to capitalize on this push toward electrification.

Today, Nuvve’s K-12 business, our business unit focused on school buses, is continuously accelerating and we expect will provide more than 80% of our revenue in 2024, and soon will yield 500 school buses connected to our platform.

With third-party forecasts calling for the further acceleration of electric school bus deployments in 2024 compared with 2023, and assuming we maintain our existing market share of charging station sales, we see a path forward to potentially tripling our charging station unit sales and doubling hardware revenues in 2024 compared with 2023.

Our value proposition is now rooted on vehicle readiness, energy management, and battery life extension.

We are fortifying our position as a leading service provider in the space.

We have demonstrated that we know how to support our customers in this segment and, as we launch new services in Texas, which has the largest school bus fleet in the United States, we are confident that we will maintain our leadership position.

• Applying our technology to the stationary storage sector.

Our core technology transforms EVs (which are inherently difficult grid assets to manage because they can be plugged or unplugged at any time) into reliable, dispatchable, and monetizable assets that can perform complex and demanding grid services.

These capabilities also allow us to manage stationary storage.

With our advanced platform, we believe that we can extract more value from these stationary batteries than any other player in the space.

Such batteries are included in our deployments with Circle K, as well as at the University of California, San Diego, and the University of Delaware.

More and more, developers and battery manufacturers are coming to us to manage battery deployments already underway.

This allows us to accelerate the growth of Megawatts Under Management ("MWUM") and flex our grid service muscles with multiple megawatts already in the pipeline, mostly focused on local energy management combined with high value grid services.

Deploying stationary storage either alone or in combination with electric vehicles is well-aligned with our strategy.

Our strong differentiator compared to the majority of our competitive set is our ability to provide energy management with both advanced grid services and resiliency.

Looking ahead, we believe that stationary batteries will represent 15% our deployments for the next 3 years;

this ranks high amongst our priorities and will provide the opportunity to realize cash faster than EVs as the Energy Management Platform business allows for significant upfront cash payment.

Stationary storage is also a key technology piece associated with microgrid deployments, an area in which we have won two California Energy Commission ("CEC") projects to support our technology development.

It is also a key support to our CPO ("Charge Point Operator") business.

• Enhancing our offerings with AI.

We believe we are providing best-in-class forecasting capabilities for CPOs and Utilities through Astrea AI’s offerings.

The fundamental predictive analytics work we have done through our partnership with 2021.ai has supported the development of advanced features that allow us to predict with a high level of confidence when an EV will be connected to a charging station and the amount of kWh it will need to onboard during the session.

This allows us to offer energy services to CPOs and provide grid usage forecast to utilities.

The technology to predict where EV charging bottlenecks might happen is very valuable for utilities.

The ability to reduce the peak demand by adjusting charging time without impacting end users will support an equitable cost of energy as we move through the EV adoption curve.

• Light duty fleet customers are typically organizations that operate vehicle fleets for delivery and logistics, as shared transit for sales, service and other functions requiring a motorpool and for ridesharing services.

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• Automotive OEM customers are typically organizations that develop and manufacture electric vehicles targeted for sale to their customers.

We believes automotive OEM customers recognize that our GIVe software platform can help their customers lower operating costs and achieve sustainability goals, thereby helping to increase electric vehicle sales.

We believe automotive OEM customers recognize that our GIVe software platform can help their customers lower operating costs and achieve sustainability goals, thereby helping to increase electric vehicle sales.

We integrate our technology into the automotive OEM’s EV platforms in order to make their vehicles compatible with the GIVe software platform.

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We currently view the North American school bus segment to be one of our highest priorities world-wide.

We anticipate the electrification of school buses to experience significant growth in the next two to five years, as there are over 600,000 school buses on the road today in the US and Canada.

We anticipate the electrification of school buses to experience significant growth in the next two to five years, as there are over 600,000 school buses on the road today in the United States and Canada.

Approximately 95% of them are diesel with an average age of over 11 years.

Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the US and Canada.

Leading school bus OEMs are thereby ramping up their electric bus production capacity in response to an increasing interest from school districts and fleet operators across the United States and Canada.

The electric school bus segment thereby represents a key growth opportunity for us to sell V2G capable charging stations and establish long-term recurring revenue streams from grid services.

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Levo is our consolidated subsidiary.

Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G-enabled EV fleet deployments.

Levo utilizes our 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 our 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.

We also operate a small number of company-owned charging stations serving as demonstration projects funded by government grants.

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• The development and advancement of our GIVe software platform’s capabilities is critical to fulfilling our product vision for a platform that is adaptable, adjustable and scalable.

This includes the continual build-out AI based forecasting capabilities.

• We believe it is important to continue developing our global sales channels and grow our direct sales capabilities in order to support customer acquisition.

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However, in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule (the “SAFE Rule”), which reformulated the required reductions, establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026.

Several states and groups have announced intentions to sue the United States government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty.

Several states and groups have announced intentions to sue the U.S.

government over this reformulation, so the final CAFE standards cannot currently be predicted with any certainty.

However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs and, in turn, less demand for our V2G technology and services.

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Our research and development is principally conducted at our headquarters in San Diego, California.

As of December 31, 2022, we had 19 full-time employees and four contract workers engaged in its research and development activities.

As of December 31, 2023, we had 17 full-time employees and two contract workers engaged in research and development activities.

Intellectual Property

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Our success depends in part upon our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights.

As of December 31, 2022, we h ad four United States patents issued, four United States pending non-provisional patent applications and one United States pending provisional patent applications.

Additionally, we had nine issued foreign patents (in Europe, India, Japan, China and Korea) and three foreign patent applications currently pending in various foreign jurisdictions.

In addition, as of December 31, 2022, there was one pending Patent Cooperation Treaty application.

As of December 31, 2023, we had six U.S.

patents issued, and various corresponding foreign issued applications from five distinct patent families.

Additionally, we have various pending U.S.

patent applications and Patent Cooperation Treaty applications.

These patents relate to various bi-directional (V2G) and uni-directional (V1G) EV charging functionalities, aggregation and grid services.

We own these patents, including the four issued United States patents, which were acquired from the University of Delaware pursuant to an IP acquisition agreement, dated November 7, 2017.

We own these patents, including four U.S.

patents, that were acquired from the University of Delaware pursuant to an intellectual property acquisition agreement, dated November 7, 2017.

Under the agreement, we agreed to make certain milestone payments to the University of Delaware in the aggregate amount of up to $7,500,000 based on the achievement of certain substantial commercialization targets.

The IP acquisition agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to us.

If the University of Delaware terminates the agreement upon a material breach by us of certain limited provisions of the IP assignment agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, we will be required to assign the patents back to the university.

The intellectual property acquisition agreement terminates upon the later of the date all the milestone payments described above are made and the expiration date of the patents transferred to us.

If the University of Delaware terminates the agreement upon a material breach by us of certain limited provisions of the intellectual property agreement (which do not include the milestone payment provisions) that is not cured within 45 days after notice from the university, we will be required to assign the patents back to the university.

The patents acquired from the University of Delaware, which cover the technology underlying our GIVe platform, as well as our implementation inside the charging stations and the EVs, are a key part of our patent portfolio and are critical to the operation of our business and our competitive position.

The following is an abstract of each of the four issued United States Patents:

The following is an abstract of each of the six issued U.S.

Patent Primary Claims

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Power may be transferred between the grid and the electric vehicle by maintaining EVSE attributes, establishing communication with the EVE, and transmitting the EVSE maintained attributes to the EVE.

11,695,274 Certain aspects of the present disclosure relate to a local energy management system (LEMS) at local mixed power generating sites for providing grid services and grid service applications.

The LEMS generally serves as a local power control agent for facilitating energy management at the local site level by controlling and leveraging a plurality of local assets deployed at the local site, and combining a plurality of generated power from each site which acts as its own virtual power plant for delivering grid services to the grid.

In addition, the LEMS has the ability to effectively handle and fulfill energy and electrical objectives of the grid services, including regulation or demand response objectives from the grid, by conveying operational set points that control the power charge and discharge at each local asset in order to meet those objectives.

11,747,781 Certain aspects of the present disclosure relate to a local energy management system (LEMS) at local mixed power generating sites for providing grid services and grid service applications.

Each of the five issued European Patents, stem from the US patents acquired from the University of Delaware outlined above.

The following lists independent claim 1 from each of the five issued European Patents:

EP2537224 A method for aggregating electric power flow between the electric grid and electric vehicle equipment (EVE) of electric vehicles connected to electric vehicle station equipment (EVSE), the method comprising:

receiving by an aggregation server EVE operational parameters from each of a plurality of EVEs;

calculating the power capacity in Watts of each EVE, based on the received EVE operational parameters;

calculating total available power capacity in Watts based on the EVE operational parameters, and the power capacity for each EVE;

and characterised by:

receiving EVSE attributes from each of a plurality of EVSEs, and in that:

the calculating of the calculating the power capacity in Watts of each EVE is further based on the EVSE attributes;

the calculating of the total available power capacity in Watts is further based on the EVSE attributes, the EVSE attributes include grid location including one or more of substations, distribution feeders, transformers and building circuits, and dispatching the aggregated amount of power in Watts to the grid that is less than or equal to the calculated total available power capacity.

This European patent was validated in the following territories:

AT, BE, CH, DE, DK, ES, FI, FR, GB, IE, IT, NL, NO, PL, PT and SE.

EP3826134 A method of aggregating electric power flow between the electric grid and electric vehicles, the method comprising, at an aggregation server:

receiving electric vehicle equipment EVE operational parameters from each of a plurality of EVEs through respective vehicle links, the received EVE operational parameters comprising charge and discharge power capacity based on electric vehicle station equipment EVSE power capacity;

aggregating the received EVE operational parameters;

predicting a total available capacity based on the aggregated EVE operational parameters;

dispatching at least a portion of the total available capacity to the grid;

characterised by:

predicting trips for an electric vehicle associated with one of the plurality of EVEs based on prior vehicle use, the vehicle having a battery, and causing charging of the battery in order to fulfil the predicted trips

This European patent was validated in the following territories:

CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT and SE.

EP2537226 A method for transferring power between a power grid and an electric vehicle, the method comprising:

maintaining, by an electric vehicle station equipment EVSE separate from the electric vehicle and electrically coupled to the power grid, EVSE attributes, the EVSE attributes defining information relating to the EVSE;

characterised by digitally signing, by an authorised party, the EVSE attributes using a digital signature;

establishing, by the EVSE, communication with an electric vehicle equipment EVE inside the electric vehicle;

transmitting, by the EVSE, the EVSE attributes and the digital signature to the EVE;

and in response to the transmitting, receiving, by the EVSE, an instruction from the EVE to energize an electrical connector of the EVSE to electrically couple the EVE to or decouple the EVE from the power grid to supply power between the electric vehicle and the power grid.

This European patent was validated in the following territories:

BE, CZ, DE, FR, GB, NL, PL, PT, SK and TR.

EP4033632 A system comprising vehicle-to-vehicle charging apparatus for transferring power between a first electric vehicle and a second electric vehicle, the first and second electric vehicles being connected via a cable configured to enable power flow from the first electric vehicle to the second electric vehicle, the apparatus being comprised in the first electric vehicle, the system being configured to:

detect via the cable that the first electric vehicle is connected to the second electric vehicle;

wherein the cable comprises a communication cable which enables signal flow between the first and second electric vehicles, and in response to the detecting, perform vehicle-to-vehicle charging to transfer power from the first electric vehicle to the second electric vehicle.

This European patent was validated in the following territories:

CH, DE, DK, ES, FI, FR, GB, IE, IT, NO, PL, PT and SE.

EP2537225 A method for interfacing an electric vehicle with an electric power grid, the method comprising:

establishing, by electric vehicle equipment (EVE) of the electric vehicle, communication with electric vehicle station equipment (EVSE) electrically coupled to the electric power grid, the EVSE having EVSE attributes;

receiving, by the EVE, the EVSE attributes;

sending by the EVE, EVE operational parameters and EVSE attributes to an aggregation server;

and managing, by the EVE, a timing, a rate and a direction of power flow between the EVE and the electric power grid through the EVSE, characterised by:

receiving, by the EVE, requests from the aggregation server, the requests comprising requests for receiving power from or supplying power to the electric power grid, wherein the managing is based on operational parameters determined from the EVSE attributes and the requests from the aggregation server.

This European patent was validated in the following territories:

BE, DE, FR, GB, IT and SE.

The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained.

In the United States, the patent term is 20 years from the earliest date of filing a non-provisional patent application.

In the United States, a patent’s term may be shortened if a patent is terminally disclaimed over another patent or as a result of delays in patent prosecution by the patentee, and a patent’s term may be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the United States Patent and Trademark Office in granting a patent.

The average remaining life of our patents was approximately 9.8 years as of December 31, 2022.

As of December 31, 2023, the average remaining life of our U.S.

patents was approximately 8.8 years .

We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.

However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in our intellectual property.

However, because patent filings can be time-consuming and expensive, our ability to do so may be limited until such time as we are able to generate cash flow from

operations or otherwise raise sufficient capital to continue to invest in our intellectual property.

For example, maintaining patents in the United States and other countries requires the payment of maintenance fees which, if we are unable to pay, may result in loss of our patent rights.

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For the years ended December 31, 2023 and 2022, we had customers whose revenue individually represented 10% or more of our total revenue.

For the years ended December 31, 2022 and 2021, one customer accounted for 32.1% and 12.4% of our total revenue, respectively.

For the years ended December 31, 2023 and 2022, three customers accounted for 30.3% and 32.1% of our total revenue, respectively.

During the years ended December 31, 2023 and 2022, our top five customers accounted for approximately 38.9% and 54.7%, respectively, of our total revenue.

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However, our principal supplier of bidirectional DC Chargers is Rhombus Energy Solutions, and identifying a suitable alternative supplier could be an extensive process.

We have not experienced any direct disruptions in our supply chain as a result of the COVID-19 pandemic.

However, certain of our charging station manufacturing partners experienced longer lead times in the acquisition of critical components, leading to delays in completing certain integration projects.

We provide a globally-available, commercial V2G technology platform that enables EV batteries to store and resell unused energy back to the local electric grid.

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We primarily compete with less advanced charge point operator EV charge management platforms providing fleet charging services without bi-directional capabilities, such as ChargePoint, Mobility House, EnelX, Shell-NewMotion, Blink and Ovo Energy.

There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, Fermata, and Greenlots.

There are also additional entrants into the connected EV charging station equipment market, such as General Electric, SemaCharge, EVConnect, BP Pulse, Fermata, and Greenlots.

We expect this market to become increasingly competitive as new entrants enter the growing market.

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We believe our competitors have historically struggled with gaining the technology and know-how necessary to establish a functional V2G software platform capable of aggregating EVs into a VPP and providing services to the grid bidirectionally, although they could build this capability in the future.

While Tesla does offer EV charging services, these do

not include V2G and we do not believe Tesla vehicles are capable of bi-directional power flow.

While Tesla does offer EV charging services, these do not include V2G and we do not believe Tesla vehicles are currently capable of bi-directional power flow.

There are many other large and small EV charger companies that offer non-networked or “basic” chargers that have limited customer leverage, but could provide a low-cost solution for basic charger needs in commercial and home locations.

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Human Capital Resources

As of December 31, 2022, we had 56 regular full-time employees, 19 of whom were engaged in research and development activities, and seven contract workers, four of whom were engaged in research and development activities.

As of December 31, 2023, we had 47 regular full-time employees, 17 of whom were engaged in research and development activities, and two contract workers engaged in research and development activities.

None of our employees are represented by a labor union, and we believe we maintain good relations with our employees.

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Environmental, Social and Governance

All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics and Business Conduct, including our policies on bribery, corruption, conflicts of interest and our whistleblower program.

All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics, including our policies on bribery, corruption, conflicts of interest and our whistleblower program.

We encourage employees to come to us with observations and complaints, ensuring we understand the severity and frequency of an event in order to escalate and assess accordingly.

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If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report.

Applying Nasdaq’s listing standards for independence, five of our seven directors are independent.

Applying Nasdaq’s listing standards for independence, three of our five directors are independent.

We are committed to protecting the environment and attempt to mitigate any negative impact of our operations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business