4 unchanged sentences
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosu re.
−Removed: Based on the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2022 due to the existence material weaknesses in our internal control over financial reporting described below.
−Removed: In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our inte rnal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.
+Added: Based on the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.
Management’s Report on Internal Control Over Financial Reporting
6 unchanged sentences
Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this evaluation, our management concluded our system of internal control over financial reporting was not effective as of December 31, 2022 due to the material weaknesses in our internal control over financial reporting described below.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
+Added: Based on this evaluation, our management concluded our system of internal control over financial reportin g was effective as of December 31, 2023.
This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K.
−Removed: Notwithstanding the identified material weaknesses, management, including our Principal Executive Officer and Principal Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations, and cash flows at and for the periods presented in accordance with U.S.
−Removed: Material Weakness in Internal Control Over Financial Reporting
−Removed: In connection with the preparation of our consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses, which we started remediating but have not completed the remediation as of December 31, 2022 .
+Added: Remediation of Material Weakness in Internal Control Over Financial Reporting
+Added: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, management concluded that in connection with the preparation of our consolidated financial statements for the years ended December 31, 2022, 2021, 2020 and 2019, that it identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses.
The material weaknesses identified in our internal control over financial reporting related to (i) segregation of duties related to roles and responsibilities;
−Removed: and (ii) documentation of financial closing policies and procedur es, including consistently establishing approval thresholds, adhering to appropriate document retention and record-keeping practices, and documenting the review of agreements and accounting estimates, and addressing the accounting of complex financial matters.
−Removed: Remediation Plan
−Removed: As of December 31, 2022, we have taken a number of actions to remediate these material weaknesses, including:
−Removed: • utilizing outside accounting and financial reporting consultants to supplement the Company’s resources in the area of financial close and the accounting implications of complex accounting matters;
−Removed: • engaging SEC compliance and technical accounting consultants to assist in evaluating complex transactions for conformity with the U.S.
−Removed: • utilizing outside consultants to perform a comprehensive review of current procedures to identify and assist in implementing controls in conformity with COSO “Internal Control over Financial Reporting - Guidance for Smaller Public Companies” that was published in 2006 and updated in 2013, including the control environment, risk assessment, control activities, information and communication and monitoring;
−Removed: • hiring additional finance and accounting personnel, including hiring an SEC compliance and technical accountant, to augment accounting staff and to provide further segregation of duties and more resources for complex accounting matters and financial reporting.
−Removed: While we believe that these efforts will improve our internal control over financial reporting, the design and implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles.
−Removed: The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight.
−Removed: We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness.
−Removed: We intend to continue to take steps to remediate the material weaknesses through formalizing documentation of policies and procedures and further evolving our accounting processes.
+Added: and (ii) documentation of financial closing policies and procedur es, including consistently establishing approval thresholds, adhering to appropriate document retention and record-
+Added: keeping practices, and documenting the review of agreements and accounting estimates, and addressing and evaluating the accounting of complex financial matters.
+Added: During the twelve months ended December 31, 2023 , management has evaluated the design and operating effectiveness of internal controls over financial reporting and has taken the following steps to remediate the identified material weaknesses:
+Added: • implemented an Enterprise Resource Planning ("ERP") system for the Company's accounting books and records.
+Added: The ERP system has further provided and enhanced segregation of duties through its internal workflow processes and procedures;
+Added: • utilized outside technical accounting consultants to supplement the Company’s resources to assist in evaluating complex accounting transactions matters;
+Added: • utilized outside consultants to perform a comprehensive review of current procedures to identify and assist in implementing controls in conformity with COSO “Internal Control over Financial Reporting - Guidance for Smaller Public Companies” that was published in 2006 and updated in 2013, including the control environment, risk assessment, control activities, information and communication and monitoring.
+Added: During the twelve months ended December 31, 2023 , management tested the remediated controls related to the material weakness described above for a sufficient period of time, and management has concluded, through testing, that as of December 31, 2023 , these controls were operating effectively.
+Added: Therefore, management has concluded that the material weaknesses previously identified in the Company’s internal control over financial reporting have been remediated at December 31, 2023 .
+Added: Regardless of the previously identified and now remediated material weaknesses, management has concluded that the Company’s consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, its financial position, results of operations and cash flows as of the date, and for the periods presented, in conformity with U.S.
Changes in Internal Control over Financial Reporting
−Removed: Except for the changes in connection with the ongoing remediation of the previously identified material weaknesses discussed above, there has been no change in our internal control over financial reporting during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There is no significant changes, except as discussed above, in our internal control over financial reporting during the year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness Over Financial Reporting
7 unchanged sentences
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023.
−Removed: Executive Officers and Directors
−Removed: The following table sets forth the name, age and position of each of the Company’s executive officers and directors.
−Removed: Name Age Position
−Removed: Gregory Poilasne 51 Chief Executive Officer and Director
−Removed: Ted Smith 56 President, Chief Operating Officer and Director
−Removed: Robson 56 Chief Financial Officer
−Removed: Angela Strand 54 Director
−Removed: Kenji Yodose 40 Director
−Removed: David Sherman 75 Director
−Removed: Montgomery 74 Director
−Removed: Rashida La Lande 49 Chairperson of the Board and Director
−Removed: Executive Officers
−Removed: The following individuals serve as executive officers of the Company.
−Removed: Gregory Poilasn e serves as our Chief Executive Officer and member of the Board since the closing of the Business Combination.
−Removed: He is a co-founder of Nuvve and previously served as its Chairman.
−Removed: Poilasne is directly responsible for managing and overseeing all different activities related to the successful development, deployment and commercialization of Nuvve’s technologies, as well as developing and supporting the overall strategy.
−Removed: Since February 2019, he also has served as a board member of Dreev, a business venture between EDFRenewables, Inc.
−Removed: (“EDF”) and Nuvve.
−Removed: Poilasne has more than 20 years of experience in the start-up and technology space.
−Removed: He was Chief Executive Officer of DockOn AG, a Radio-Frequency technology company from February 2011 to January 2016.
−Removed: He was also Vice-President of Business Development of Rayspan, another Radio-Frequency technology company, from 2007 to 2010.
−Removed: Poilasne was Director of Engineering at Kyocera Wireless, a handset company from 2003 to 2006 and was a founding engineer and director of engineering at Ethertronics, a wireless antenna company, from 2000 to 2003.
−Removed: Poilasne holds an MBA from the Wharton School of Business, University of Pennsylvania, a Ph.D.
−Removed: in Electrical Engineering from the University of Rennes 1, France and a Diplome d’ingenieur from the Ecole Superieur d’Electronique de l’Ouest (“ESEO”), France.
−Removed: We believe Mr.
−Removed: Poilasne is well-qualified to serve as a director due to his extensive experience with Nuvve, his business leadership, his strategic perspective and his contacts in and knowledge of the energy industry and EV industry.
−Removed: Ted Smith has served as our President and Chief Operating Officer and a member of the Board since the consummation of the Business Combination.
−Removed: Smith was a founding investor in Nuvve and has served as a member of its board of directors since 2010 and as its Chief Operating Officer since April 2018.
−Removed: Smith is directly responsible for managing the successful development, deployment and commercialization of Nuvve’s technologies, as well as supporting global regulatory compliance efforts.
−Removed: He previously served as Nuvve’s Chief Administrative Officer from March 2017 until becoming Chief Operating Officer.
−Removed: He also previously served as a board member of Dreev, a business venture between EDF and Nuvve, in 2019 and also serves as a board member of Levo Mobility, and as a Board Observer of Switch.
−Removed: Smith has more than 20 years of experience in the finance industry and previously served in various roles at Wall Street Associates, a San Diego-based investment advisory firm, including Principal, Chief Operating Officer from 2007 to January 2017, Chief Compliance Officer from 2003 to January 2017, and Quantitative Analyst from 1999 to 2003.
−Removed: From 1996 to 1999, Mr.
−Removed: Smith also served as Quantitative Analyst at Nicholas-Applegate Capital Management, a San Diego-based investment advisory firm.
−Removed: Smith also served as an officer in the United States Navy from 1989 to 1996.
−Removed: Smith holds an MBA from the University of San Diego and a Bachelor of Science in Marine Engineering/Technology from Maine Maritime Academy.
−Removed: He is also a Chartered Financial Analyst charterholder, held the Chartered Investment Counselor certification , and is NACD Directorship Certified®.
−Removed: We believe Mr.
−Removed: Smith is well-qualified to serve as a member of the Board due to his extensive experience with Nuvve, his business leadership, his operational and compliance experience and his contacts in and knowledge of the energy industry.
−Removed: Robson has served as our Chief Financial Officer since the consummation of the Business Combination.
−Removed: Robson has over twenty-five years of finance, accounting and operational experience and has held senior positions with both public and private companies in a variety of industries.
−Removed: Robson has served on the board of directors of Payference, a
−Removed: software business, since February 2020.
−Removed: Robson recently served as the Chief Financial Officer and Chief Compliance Officer of Farmer Brothers Co., a national distributor of coffee, tea and culinary products from February 2017 to November 2019.
−Removed: His responsibilities included overseeing finance, information technology, mergers and acquisitions and investor relations.
−Removed: Robson served as the Chief Financial Officer of PIRCH, a curator and retailer of kitchen, bath and outdoor home brands, from September 2014 to September 2016.
−Removed: He oversaw all aspects of accounting, financial planning and analysis, treasury, merchandise planning and legal, with responsibility for developing strategies, processes and operating priorities to upscale a high growth retailer while building strong finance and merchandising teams.
−Removed: From January 2012 to September 2014, Mr.
−Removed: Robson was the Chief Financial Officer of U.S.
−Removed: AutoParts, an online provider of auto parts and accessories.
−Removed: Prior to that, he served as the Executive Vice President and Chief Financial Officer of Mervyns LLC, a former discount department store chain, from 2007 to 2011.
−Removed: From 2001 to 2007, he served as the Senior Vice President of Finance and Principal Accounting Officer for Guitar Center, Inc.
−Removed: Robson began his career with the accounting firm Deloitte & Touche LLP.
−Removed: Robson graduated with a Bachelor of Science degree in Accounting from the University of Southern California and is a certified public accountant (inactive) in the State of California.
−Removed: Rashida La Lande has served as a member of the Board since January 2022, and serves as the Chairperson of the Board effective after the 2022 Annual Meeting.
−Removed: La Lande currently serves as Executive Vice President, Global General Counsel and Chief Sustainability and Government Affairs Officer for The Kraft Heinz Company (Nasdaq:
−Removed: In addition to her general counsel duties, she leads all corporate environmental social responsibility and government affairs functions.
−Removed: Prior to joining Kraft Heinz, La Lande was a partner at the law firm of Gibson, Dunn & Crutcher, where she focused on mergers and acquisitions, leveraged buyouts, private equity deals, and joint ventures.
−Removed: Throughout her career, La Lande has advised companies and private equity sponsors in various industries including consumer products, retail, financial services, and technology.
−Removed: The Company believes Ms.
−Removed: La Lande is well-qualified to serve as a member of the Board due to her extensive legal and corporate governance experience.
−Removed: Montgomery has served as a member of the Board since the consummation of the Business Combination.
−Removed: Montgomery is a managing director at Meredith Financial Group Inc., a financial management and advisory firm located in New York City.
−Removed: From 2010 to 2013, he was managing partner at project finance advisory firm AGlobal Partners LLC where he assisted in arranging long-term, limited-recourse financing for private investments in renewable energy, telecommunications, mining & metals, PPPs, and other infrastructure projects in emerging and other international markets.
−Removed: He also advised clients on foreign direct investments, including those utilizing development finance institutions, export credit agencies, and political risk insurers.
−Removed: In addition, Mr.
−Removed: Montgomery has more than 25 years of marketing consulting and market research experience, informing and guiding clients’ branding, communications, segmentation and innovation challenges across a range of industries, particularly in the information technology, telecommunications, financial services, CPG, pharmaceutical, and retail sectors.
−Removed: He is experienced in applying model-based quantitative analysis — particularly choice-based modeling — to solving competitive problems.
−Removed: Previously, from 1996 to 2010, Mr.
−Removed: Montgomery co-founded Hudson Group Inc.
−Removed: in New York, a research-based marketing consultancy.
−Removed: He also held prior positions as executive vice president at Marketing Strategy & Planning Inc./Synovate, and vice president at Hase Schannen Research Associates Inc.
−Removed: Montgomery holds an M.B.A from Northeastern University and a B.A.
−Removed: from the University of California, Berkeley.
−Removed: From 2000-2022 he was Adjunct Faculty in Marketing at the University of Georgia.
−Removed: We believe Mr.
−Removed: Montgomery is well-qualified to serve as a member of the Board due to his investment banking, structuring and strategic expertise, his contacts in emerging and other international markets and his extensive experience in marketing and market research.
−Removed: David Sherman MBA, DBA, CPA has served as an Independent Director of Nuvve since March 2021.
−Removed: Professor Sherman has been a professor at Northeastern University since 1985, specializing in, among other areas, financial and management accounting, global financial statement analysis and contemporary accounting issues.
−Removed: Professor Sherman is Trustee and Chair of the Audit Committee for the American Academy of Dramatic Arts, the oldest English language acting school in the world, since January 2014.
−Removed: Professor Sherman served on the board and as audit committee chair for Dunxin Financial Holdings Ltd.
−Removed: DXF) from January 2018 to August 2019, Kingold Jewelry Inc.
−Removed: KGJI) from February 2011 to May 2016, China HGS Real Estate Inc.
−Removed: HGSH) from January 2010 to August 2012, Agfeed Corporation from January 2012 to November 2014, and China Growth Alliance, Ltd., a business acquisition company formed to acquire an operating business in China, from 2007 through 2008.
−Removed: He currently serves on the board of two SPACs, Lakeshore Acquisition II Corp (LBBBU).
−Removed: and Prime Number Acquisition I Corp (PNACU), and is on the board of Xiao-I Corp (AIXI), and Universe Pharmaceutical Inc.(UPC).
−Removed: Professor Sherman was previously on the faculty of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) and also, among other academic appointments, held an adjunct professorship at Tufts Medical School and was a visiting professor at Harvard Business School (2015).
−Removed: From 2004 to 2005, Professor Sherman was an Academic Fellow at the U.S.
−Removed: Securities and Exchange Commission in the Division of Corporate Finance’s Office of Chief Accountant.
−Removed: Professor Sherman received his A.B.
−Removed: in Economics from Brandeis University and both an MBA and doctoral degrees from Harvard Business School.
−Removed: He is a Certified Public Accountant and previously practiced with Coopers & Lybrand.
−Removed: Professor Sherman’s research has been published in management and academic journals including Harvard Business Review, Sloan Management Review, Accounting Review and European Journal of Operations Research.
−Removed: We believe Mr.
−Removed: well qualified to serve as a member of the Board due to his extensive expertise in global financial statement analysis and contemporary accounting issues and his public company experience.
−Removed: Angela Strand has served as a member of Board since the consummation of the Business Combination.
−Removed: Strand is the founder and Managing Director of Strand Strategy, a consulting firm specializing in disruptive technology commercialization.
−Removed: She is presently a director and member of the compensation committee, and previously served as interim CEO, chairwoman, chair of the compensation committee and member of the nominating and governance committee for Lordstown Motors (Nasdaq:
−Removed: Previously, from 2016 to 2020, she served as Vice Chairman of Integrity Applications (Nasdaq:GCTK), including chairman of the nominating and corporate governance and compensation committees, and as a member of the audit committee.
−Removed: From April 2017 to December 2018, Ms.
−Removed: Strand served as Vice President of Workhorse Group Inc;
−Removed: from July 2015 to December 2016, she was a co-founder and senior executive of Chanje, a joint venture between Smith Electric Vehicles and FDG Electric Vehicles Ltd.
−Removed: and from 2011 to 2015, she served as the Chief Marketing Officer and Head of Business Development and Government Affairs for Smith Electric Vehicles.
−Removed: In 2018, she was a founder of In-Charge, an electric vehicle infrastructure solutions provider.
−Removed: Strand has also served in various management and executive roles at medical device, biotech and digital health firms.
−Removed: Strand is a named inventor with seven issued patents.
−Removed: Strand holds a B.Sc.
−Removed: in Communications and an MBA in Marketing from the University of Tennessee.
−Removed: We believe Ms.
−Removed: Strand is well-qualified to serve as a member of the Board due to her business leadership, her contacts in and knowledge of the EV industry and her public company experience.
−Removed: Kenji Yodose has been a member of Board since the consummation of the Business Combination.
−Removed: Yodose has been designated for appointment as a director by Toyota Tsusho Corporation (“TTC”), a significant shareholder of Nuvve prior to the Business Combination and of Nuvve after the Business Combination, pursuant to an agreement between TTC and Nuvve.
−Removed: He has served as a member of Nuvve’s board of directors since May 2019.
−Removed: Yodose has currently served as Sr.
−Removed: Project Manager for Toyota Tsusho America, Inc, dedicating to carbon neutral solutions activities since April 2022.
−Removed: Yodose also served in various roles at TTC, including as a Group Leader in charge of V2G from April 2020 to March 2022, as a Project Manager in charge of V2G from April 2019 until March 2020, and as a Project Manager in charge of investing in hydro and wind fields, from October 2017 until March 2019.
−Removed: Previously, from October 2015 to September 2017, Mr.
−Removed: Yodose held the position of Senior Vice President at Eurus Energy Uruguay, where he was directly responsible for developing South American strategy and the formation of the Uruguay country office operations.
−Removed: From 2012 to September 2015, Mr.
−Removed: Yodose also held a key role within Eurus Energy Holdings Planning Department, where he supported business expansion and investment into numerous IPP projects totaling over $1 billion.
−Removed: Yodose also served in Japan and Europe from 2006 to 2012 in key accounting management roles for TTC focused on J-SOX Act control procedure implementation, hedging currency risks and tax management.
−Removed: Yodose holds a Bachelor’s Degree in Business Administration from Ritsumeikan University in Siga, Japan.
+Added: We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Ethics.
+Added: The Code of Ethics is available on our website at http://www.nuvve.com under the Governance section of our Investor Relations page.
+Added: We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.
Executive Compensation
10 unchanged sentences
San Diego, CA
−Removed: Auditor Name:
−Removed: Moss Adams LLP Auditor Firm ID :
−Removed: 659 Auditor Location:
−Removed: San Diego, CA
Exhibits, Financial Statement Schedules
−Removed: (a) Documents Filed with Report:
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Balance Sheets as of December 31, 2022 and 2021
−Removed: Consolidated Statements of Operations for the years ended December 31, 2022 and 2021
−Removed: Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021
−Removed: Consolidated Statements of Mezzanine Equity and Stockholders' Equity for the years ended December 31, 2022 and 2021
−Removed: Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021
−Removed: Notes to Consolidated Financial Statements
−Removed: (b) Exhibits.
−Removed: The following is a list of all exhibits filed or furnished as part of this report.
+Added: The following documents are filed as part of this Annual Report on Form 10-K:
+Added: (1) Financial Statements
+Added: The consolidated financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial
+Added: Statements” on page F-1 of this Annual Report on Form 10-K.
+Added: (2) Financial Statement Schedules
+Added: All schedules have been omitted because the required information is not present or not present in amounts sufficient to require
+Added: submission of the schedules, or because the information required is included in our consolidated financial statements or the
+Added: notes thereto.
+Added: (3) Exhibits .
+Added: The following is a list of all exhibits filed or furnished as part of this Annual Report on Form 10-K.
Incorporation by Reference
7 unchanged sentences
8-K 3.1 3/25/2021
−Removed: 3.2 Amended and Restated Bylaws
+Added: 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation
8-K 3.1 1/22/2024
−Removed: 3.3 Amended and Restated Bylaws
−Removed: 10-Q 3.2 8/12/2022
+Added: 3.3 Second Amended and Restated Bylaw of Nuvve Holding Corp.
+Added: 8-K 3.1 12/5/2023
4.1 Warrant Agreement, dated February 13, 2020, by and between Continental Stock Transfer & Trust Company and the Registrant
14 unchanged sentences
8-K 4.2 7/28/2022
+Added: 4.8 Form of Pre-Funded Warrant
+Added: 8-K 4.1 10/27/2023
+Added: 4.9 Form of Series A Warrant to Purchase Common Stock
+Added: S-1/A 4.9 1/26/2024
+Added: 4.10 Form of Series B Warrant to Purchase Common Stock
+Added: S-1/A 4.10 1/26/2024
+Added: 4.11 Form of Series C Warrant to Purchase Common Stock
+Added: S-1/A 4.11 1/26/2024
+Added: 4.12 Form of Pre-Funded Warrant
+Added: S-1/A 4.12 1/26/2024
+Added: 4.13 Form of Underwriter Warrant
+Added: S-1/A 4.13 1/26/2024
+Added: 4.14 Form of Warrant Agency Agreement between the Company and Computershare Trust Company, N.A.
+Added: S-1/A 4.14 1/26/2024
10.1 Amended and Restated Registration Rights Agreement
4 unchanged sentences
8-K 10.7 3/25/2021
−Removed: 10.4 Nuvve Holding Corp.
−Removed: 2020 Equity Incentive Plan
−Removed: 424B3 Annex C 2/17/2021
−Removed: 10.5 Employment Agreement with Gregory Poilasne
+Added: 10.4 Amended and Restated Employment Agreement with Gregory Poilasne, dated January 25, 2024
8-K 10.1 1/26/2024
−Removed: 10.6# Amended and Restated Amendment NO.
−Removed: 1 to Employment Agreement with Gregory Poilasne
−Removed: 10-Q 10.1 11/14/2022
−Removed: 10.7 Employment Agreement with Ted Smith
+Added: 10.5 Amended and Restated Employment Agreement with Ted Smith, dated January 25, 2024
8-K 10.2 1/26/2024
−Removed: 10.8# Amended and Restated Amendment NO.
−Removed: 1 to Employment Agreement with Ted Smith
−Removed: 10-Q 10.1 11/14/2022
−Removed: 10.9 Employment Agreement with David Robson
+Added: 10.6 Amended and Restated Employment Agreement with David Robson, dated January 25, 2024
8-K 10.3 1/26/2024
−Removed: 10.10# Amended and Restated Amendment NO.
−Removed: 1 to Employment Agreement with David Robson
−Removed: 10-Q 10.1 11/14/2022
10.7 Form of Indemnification Agreement
10 unchanged sentences
8-K 10.3 5/17/2021
+Added: Incorporation by Reference
+Added: Description Form Exhibit No.
10.13# Amended and Restated Limited Liability Company Agreement for Levo, dated as of August 4, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.
5 unchanged sentences
8-K/A 10.3 8/8/2021
−Removed: Incorporation by Reference
−Removed: Description Form Exhibit No.
10.16# Board Rights Agreement, dated as of August 4, 2021, by and among Nuvve Holding Corp.
13 unchanged sentences
8-K 10.1 2/17/2023
−Removed: 10.26 Letter to the U.S.
−Removed: Securities and Exchange Commission from Moss Adams LLP, dated August 19, 2022 .
−Removed: 8-K 16.1 8/19/2022
10.22 Nuvve Holding Corp.
Amended and Restated 2020 Equity Incentive Plan
−Removed: S-8 10.1 9/9/2021
+Added: 8-k 10.1 6/5/2023
+Added: 10.23 At The Market Offering Agreement, dated January 31, 2023, by and between Nuvve Holding Corp.
+Added: and Craig-Hallum Capital Group LLC.
+Added: 8-K 10.1 1/31/2023
+Added: 10.24 Form of Subscription Agreement between the Company and the Purchaser, dated February 17, 2023.
+Added: 8-K 10.1 2/17/2023
+Added: 10.25 Form of Securities Purchase Agreement between the Company and the Purchaser, dated April 14, 2023.
+Added: 8-K 10.1 4/17/2023
+Added: 10.26 Form of Securities Purchase Agreement between the Company and the Purchaser, dated June 5, 2023 .
+Added: 8-K 10.1 6/06/2023
+Added: 10.27 Form of Securities Purchase Agreement between the Company and the Purchasers named therein, dated October 25, 2023.
+Added: 8-K 10.1 10/27/2023
+Added: 10.28# Settlement and Release Agreement, dated February 2, 2024, between the Company and Rhombus Energy Solutions.
21.1 List of Subsidiaries of Nuvve Holding Corp
−Removed: 23.1 Consent of Moss Adams LLP, Independent Registered Public Accounting Firm
23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
3 unchanged sentences
32.2 Section 1350 Certification of Chief Financial Officer
+Added: 97.1 Nuvve Holding Corp.
+Added: Compensation Clawback Policy
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
9 unchanged sentences
† Filed by Newborn Acquisition Corp., the predecessor to the registrant.
−Removed: # Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
+Added: # Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
Form 10-K Summary
1 unchanged sentence
NUVVE HOLDING CORP.
−Removed: March 31, 2023 By:
/s/ Gregory Poilasne
1 unchanged sentence
Chief Executive Officer
+Added: March 28, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Position Date
−Removed: /s/ Gregory Poilasne Chairman and Chief Executive Officer March 31, 2023
+Added: /s/ Gregory Poilasne Chief Executive Officer March 28, 2024
Gregory Poilasne ( Principal Executive Officer)
/s/ Ted Smith President, Chief Operating Officer, and Director March 28, 2024
−Removed: Robson Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 31, 2023
−Removed: Montgomery Director March 31, 2023
+Added: Robson Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer )
+Added: March 28, 2024
+Added: Montgomery Interim Chairperson of the Board and Director March 28, 2024
David Sherman Director March 28, 2024
2 unchanged sentences
Angela Strand
−Removed: /s/ Kenji Yodose Director March 31, 2023
−Removed: /s/ Rashida La Lande Director March 31, 2023
−Removed: Rashida La Lande
Financial Statements.
1 unchanged sentence
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:
CONSOLIDATED FINANCIAL STATEMENTS
6 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors
−Removed: Nuvve Holding Corp.
+Added: To the shareholders and the Board of Directors of Nuvve Holding Corp.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Nuvve Holding Corp.
−Removed: and subsidiaries (the "Company") as of December 31, 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operation and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Nuvve Holding Corp.
+Added: and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
5 unchanged sentences
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
2 unchanged sentences
We have served as the Company’s auditor since 2022.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and the Board of Directors
NUVVE HOLDING CORP.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Nuvve Holding Corp.
−Removed: (the “Company”) as of December 31, 2021, the related consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Moss Adams LLP
−Removed: San Diego, California
−Removed: March 31, 2022, except for the previously disclosed adjustments to 2021,
−Removed: as to which the date is March 30, 2023
−Removed: We served as the Company’s auditor from 2018 to 2022.
−Removed: NUVVE HOLDING CORP.
AND SUBSIDIARIES
6 unchanged sentences
Inventories 5,889,453 11,551,831
−Removed: Prepaid expenses and other current assets 2,942,145 1,036,645
+Added: Prepaid expenses 994,719 1,487,582
+Added: Deferred costs 1,667,602 1,171,262
+Added: Other current assets 751,412 314,528
Total Current Assets 13,042,745 31,849,566
25 unchanged sentences
4,193,629 3,547,765
−Removed: Class D Incentive units, zero par value, 1,000,000 units authorized, 250,000 units issued and outstanding at December 31, 2022
+Added: Class D Incentive units, zero par value, 1,000,000 units authorized, 50,000 and 250,000 units issued and outstanding at December 31, 2023 and December 31, 2022, respectively.
+Added: 216,229 445,479
Stockholders’ Equity
1 unchanged sentence
zero shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
−Removed: Common stock, $ 0.0001 par value, 100,000,000 and 30,000,000 shares authorized;
+Added: Common stock, $ 0.0001 par value, 100,000,000 shares authorized;
1,246,589 and 606,804 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
12 unchanged sentences
Years Ended December 31,
−Removed: Products and services $ 4,913,956 $ 2,920,627
+Added: Products $ 5,843,187 $ 4,129,246
+Added: Services 2,162,218 784,710
Grants 326,757 459,427
1 unchanged sentence
Operating expenses
−Removed: Cost of product and service revenue 4,196,788 2,002,197
+Added: Cost of products 5,804,011 3,609,461
+Added: Cost of services 1,177,333 587,327
Selling, general, and administrative 24,694,693 30,115,571
2 unchanged sentences
Operating loss ( 32,105,275 ) ( 36,915,544 )
−Removed: Other income (expense)
−Removed: Interest income (expense) 134,579 ( 585,157 )
−Removed: Financing costs — ( 46,754,794 )
+Added: Interest income, net 108,182 134,579
Change in fair value of warrants liability 216,263 11,986,462
1 unchanged sentence
Other, net 436,146 85,074
−Removed: Total other income (expense), net 12,358,838 ( 47,384,510 )
+Added: Total other income, net 810,088 12,358,838
Loss before taxes ( 31,295,187 ) ( 24,556,706 )
12 unchanged sentences
common stockholders, basic and diluted 798,269 524,297
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
NUVVE HOLDING CORP AND SUBSIDIARIES
2 unchanged sentences
Net loss $ ( 31,296,787 ) $ ( 24,557,506 )
−Removed: Other comprehensive (loss) income, net of taxes
+Added: Other comprehensive income (loss), net of taxes
Foreign currency translation adjustments, net of taxes 17,494 ( 37,264 )
7 unchanged sentences
common stockholders $ ( 30,335,378 ) $ ( 23,146,217 )
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
NUVVE HOLDING CORP.
1 unchanged sentence
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: Series A Convertible
−Removed: Preferred Stock Common Stock Additional
+Added: Common Stock Additional
Capital Accumulated Other
2 unchanged sentences
Deficit Non-controlling Interests Total
−Removed: Shares Amount Shares Amount
−Removed: Balances December 31, 2021, as previously reported 16,789,088 1,679 26,162,122 2,616 19,650,659 ( 77,841 ) ( 20,458,823 ) — ( 881,710 )
−Removed: Conversion of shares due to merger capitalization ( 16,789,088 ) ( 1,679 ) ( 17,039,126 ) ( 1,704 ) 3,383 — — — —
−Removed: Balances December 31, 2021, effect of reverse recapitalization (refer to Note 2) — — 9,122,996 912 19,654,041 ( 77,841 ) ( 20,458,823 ) — ( 881,710 )
−Removed: Beneficial conversion feature - convertible debenture — — — — 427,796 — — — 427,796
−Removed: Conversion of convertible debenture — — 544,178 54 3,999,381 — — — 3,999,435
−Removed: Repurchase of common stock from EDF — — ( 600,000 ) ( 60 ) ( 5,999,940 ) — — — ( 6,000,000 )
−Removed: Assumption of private warrant liability from Newborn — — — — ( 1,253,228 ) — — — ( 1,253,228 )
−Removed: Merger recapitalization, net of share redemption of $ 18,629 and issuance costs of $ 5,979,675
−Removed: — — 8,060,418 806 51,484,821 — — — 51,485,627
−Removed: Placement agent fee paid in common stock — — 208,532 21 2,085,299 — — — 2,085,320
−Removed: PIPE offering, less issuance costs of $ 2,500
−Removed: — — 1,425,000 143 14,247,357 — — — 14,247,500
−Removed: Notice of exercise of put option — — — — ( 2,000,000 ) — — — ( 2,000,000 )
−Removed: Buyback of shares related to exercise of put option — — ( 134,500 ) ( 13 ) 13 — — — —
−Removed: Issuance of warrants to Stonepeak and Evolve — — — — 22,310,574 — — — 22,310,574
−Removed: Issuance of options to purchase shares of common stock to Stonepeak and Evolve — — — — 12,584,000 — — — 12,584,000
−Removed: Exercise of stock options — — 234,506 25 576,503 — — — 576,528
−Removed: Stock-based compensation — — — — 4,219,989 — — — 4,219,989
−Removed: Currency translation adjustment — — — — — 191,287 — — 191,287
−Removed: Preferred dividends - non-controlling interest — — — — — — — ( 101,856 ) ( 101,856 )
+Added: Shares Amount
+Added: Balances December 31, 2021 471,528 $ 1,888 $ 122,336,607 $ 113,446 $ ( 92,937,863 ) $ ( 2,501,633 ) $ 27,012,445
+Added: Exercise of stock options and vesting of restricted stock units 12,091 47 245,676 — — — 245,723
+Added: Share-based compensation — — 5,328,492 — — — 5,328,492
+Added: Proceeds from forward option put exercise 3,362 13 1,994,059 — — — 1,994,072
+Added: Proceeds from common stock offering, net of offering costs 19,822 79 3,763,417 — — — 3,763,496
+Added: Proceeds from Direct Offering, net of offering costs 53,750 215 10,405,254 — — — 10,405,469
Accretion on redeemable non-controlling interests preferred shares — — — — — ( 645,866 ) ( 645,866 )
+Added: Preferred dividends - non-controlling interest — — — — — ( 263,846 ) ( 263,846 )
+Added: Issuance of Common Shares related to Warrants 46,250 185 — — — — 185
+Added: Currency translation adjustment — — — ( 37,264 ) — — ( 37,264 )
Net loss — — — — ( 24,018,665 ) ( 538,841 ) ( 24,557,506 )
1 unchanged sentence
Exercise of stock options and vesting of restricted stock units 50,471 203 1,215,766 — — — 1,215,969
−Removed: Stock-based compensation — — — — 5,328,492 — — — 5,328,492
−Removed: Proceeds from forward option put exercise — — 134,499 13 1,994,059 — — — 1,994,072
+Added: Share-based compensation — — 4,459,102 — — — 4,459,102
Proceeds from common stock offering, net of offering costs 37,804 150 884,436 — — — 884,586
6 unchanged sentences
Balances December 31, 2023 1,246,589 $ 5,927 $ 155,615,962 $ 93,676 $ ( 148,240,859 ) $ ( 4,894,101 ) $ 2,580,605
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
NUVVE HOLDING CORP.
7 unchanged sentences
Share-based compensation 4,107,634 5,234,878
−Removed: Financing costs — 46,771,276
−Removed: Beneficial conversion feature on convertible debenture — 427,796
−Removed: Accretion of discount on convertible debenture — 116,147
Change in fair value of warrants liability ( 216,263 ) ( 11,986,462 )
1 unchanged sentence
Loss on disposal of asset 862 —
−Removed: Gain on extinguishment of PPP Loan — ( 492,100 )
+Added: Gains on the from the sale of investments securities ( 325,155 ) —
Noncash lease expense 476,208 421,183
4 unchanged sentences
Accounts payable ( 696,098 ) ( 3,346,937 )
−Removed: Accrued expenses 1,340,918 2,138,574
+Added: Accrued expenses and other liabilities 2,191,845 1,340,918
Deferred revenue ( 206,641 ) 417,481
1 unchanged sentence
Investing activities
−Removed: Proceeds from sale of property and equipment — 7,649
Purchase of property and equipment ( 188,433 ) ( 438,045 )
Investments in equity securities — ( 1,000,000 )
−Removed: Net cash used in investing activities ( 1,438,045 ) ( 265,475 )
+Added: Proceeds from sale of investments in equity securities 1,325,155 —
+Added: Net cash provided by (used in) investing activities 1,136,722 ( 1,438,045 )
Financing activities
−Removed: Proceeds from Newborn Escrow Account — 58,184,461
−Removed: Redemption of Newborn shares — ( 18,629 )
−Removed: Issuance costs related to reverse recapitalization and PIPE offering — ( 3,970,657 )
−Removed: Proceeds from PIPE offering — 14,250,000
−Removed: Repayment of Newborn sponsor loans — ( 487,500 )
−Removed: Repurchase of common stock from EDF — ( 6,000,000 )
−Removed: Newborn cash acquired — 50,206
−Removed: Purchase of stock from investor — ( 2,000,000 )
−Removed: Payment of financing costs — ( 1,000,000 )
Payment of finance lease obligations ( 8,140 ) ( 9,691 )
4 unchanged sentences
Proceeds from exercise of stock options — 245,748
−Removed: Issuance Costs Related to Preferred Stock — ( 2,956,248 )
−Removed: Issuance of Redeemable Preferred Stock — 3,138,000
−Removed: Payment of Preferred Stock dividends — ( 39,096 )
Net cash provided by financing activities 5,862,746 19,063,624
Effect of exchange rate on cash 35,624 ( 50,228 )
−Removed: Net increase in cash and restricted cash ( 16,506,624 ) 30,464,625
+Added: Net increase (decrease) in cash and restricted cash ( 14,219,236 ) ( 16,506,624 )
Cash and restricted cash at beginning of year 16,233,896 32,740,520
Cash and restricted cash at end of year $ 2,014,660 $ 16,233,896
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years Ended December 31,
1 unchanged sentence
Cash paid for income taxes $ — $ —
−Removed: Supplemental Disclosure of Noncash Financing Activity
−Removed: Conversion of preferred stock to common stock $ — $ 1,679
−Removed: Conversion of debenture and accrued interest to common shares $ — $ 3,999,435
−Removed: Conversion of shares due to reverse recapitalization $ — $ 3,383
−Removed: Issuance of common stock for merger success fee $ — $ 2,085,299
−Removed: Non-cash merger transaction costs $ — $ 2,085,299
−Removed: Accrued transaction costs related to reverse recapitalization $ — $ 189,434
−Removed: Issuance of private warrants $ — $ 1,253,228
−Removed: Forgiveness of PPP Loan $ — $ 492,100
−Removed: Issuance of Stonepeak and Evolve warrants $ — $ 30,234,000
−Removed: Issuance of Stonepeak and Evolve options $ — $ 12,584,000
−Removed: Th e accompanying notes are an integral part of these condensed consolidated financial statements.
+Added: Supplemental Disclosure of Noncash Investing Activity
+Added: Transfer of inventory to property and equipment 216,988 —
+Added: Th e accompanying notes are an integral part of these consolidated financial statements.
NUVVE HOLDING CORP.
3 unchanged sentences
(a) Description of Business
−Removed: Nuvve Holding Corp., a 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.
+Added: Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware.
On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp.
−Removed: (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.
2 unchanged sentences
The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand.
−Removed: This V2G technology was initially developed in 1996 by Dr.
−Removed: 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.
3 unchanged sentences
The Company’s technology is compatible with several charger manufacturers both in Direct Current ("DC") (such as CHAdeMO, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and Alternative Current ("AC") mode.
−Removed: (b) Structure of the Company
+Added: (b) Reverse Stock Split
+Added: At the Company’s Special Meeting of Stockholders held on January 5, 2024, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-2 to 1-for-40.
+Added: The Board approved a 1-for-40 reverse split ratio, and on January 19, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the reverse split effective January 19, 2024.
+Added: The reverse stock split is also applicable to the Company’s outstanding warrants, stock options and restricted stock units.
+Added: The number of shares of common stock into which these outstanding securities are convertible or exercisable are adjusted proportionately as a result of the reverse stock spli t.
+Added: The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.
+Added: The re verse stock split did not affect the number of authorized shares of the Company's common stock or the par value of the common stock.
+Added: All issued and outstanding common stock, options to purchase common stock, warrants to purchase common stock and per share amounts contained in the consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented.
+Added: (c) Structure of the Company
Nuvve has two wholly owned subsidiaries, Nuvve Corp.
6 unchanged sentences
Please see Note 2 for the principles of consolidation.
−Removed: Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding V2G enabled EV fleet deployments.
−Removed: Levo utilizes Nuvve’s V2G technology and committed capital from Stonepeak and Evolve to offer Fleet-as-a-Service ("FaaS") 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.
+Added: Levo is a sustainable infrastructure company focused on rapidly advancing the electrification of transportation by funding vehicle-to-grid ("V2G") enabled Electric Vehicle ("EV") fleet deployments.
+Added: Levo utilizes Nuvve’s V2G technology and conditional capital contribution commitments from Stonepeak and Evolve to offer Fleet-as-a-Service ("FaaS") for school buses, last-mile delivery, ride hailing and ride sharing, municipal services, and more to eliminate the primary barriers to EV fleet adoption including large upfront capital investments and lack of expertise in securing and managing EVs and associated charging infrastructure.
Levo's turnkey solution simplifies and streamlines electrification, can lower the total cost of EV operation for fleet owners, and supports the grid when the EVs are not in use.
−Removed: 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.
−Removed: Levo initially focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
+Added: For a fixed monthly payment with no upfront cost, Levo will provide the EVs,
NUVVE HOLDING CORP.
AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice.
+Added: Levo focuses on electrifying school buses, providing associated charging infrastructure, and delivering V2G services to enable safer and healthier transportation for children while supporting carbon dioxide emission reduction, renewable energy integration, and improved grid resiliency.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3 unchanged sentences
generally accepted accounting principles (“U.S.
−Removed: 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.
−Removed: (see Business Combination below) was accounted for as a reverse recapitalization in accordance with U.S.
−Removed: GAAP (the “Reverse Recapitalization”).
−Removed: Under this method of accounting, Newborn was treated as the “acquired” company for financial reporting purposes.
−Removed: Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Nuvve Corp.
−Removed: issuing stock for the net assets of Newborn, accompanied by a recapitalization.
−Removed: The net assets recorded from Newborn are stated at historical cost, with no goodwill or other intangible assets recorded.
−Removed: The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Nuvve Corp.
−Removed: 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.
−Removed: In accordance with the related Going Concern accounting standards, 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.
+Added: The Company has reclassified certain prior period amounts to conform to the current year presentation.
+Added: In accordance with the related Going Concern accounting standards, 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 consolidated financial statements are issued.
Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $ 148.2 million and $ 117.0 million as of December 31, 2023 and December 31, 2022, respectively .
During the years ended December 31, 2023 and December 31, 2022 , the Company incurred an operating loss of $ 32.1 million and $ 36.9 million, respectively, and used $ 21.3 million and $ 34.1 million, respectively, of cash in operations.
−Removed: 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.
+Added: The Company continues to expect to generate operating losses and negative cash flows and will 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.
−Removed: Management plans to fund current operations through increased revenues and if required cash saving measures and or raising additional capital.
+Added: Management plans to fund current operations through increased revenues and raising additional capital.
Management's expectations with respect to the Company’s ability to fund current planned operations is based on estimates that are subject to risks and uncertainties.
There is an inherent risk that the Company may not achieve such financial projections and if so, cash outflows could be higher than currently anticipated.
−Removed: Should this occur, management plans to implement cash saving measures during this time period, including reductions in discretionary expenses related to consultants, travel, personnel, and personnel-related costs.
−Removed: If necessary, management believes it can raise additional capital through its at-the-market offering agreement.
However, as such plans are not solely within management’s control management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements.
9 unchanged sentences
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.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51 % of Levo's common units.
5 unchanged sentences
See Note 18 for details of non-controlling interests.
−Removed: The Company began consolidating the assets, liabilities and results of operations of Levo during the quarter ended September 30, 2021.
The creditors of the consolidated VIE do not have recourse to the Company other than to the assets of the consolidated VIEs.
The following table summarizes the carrying amounts of Levo assets and liabilities included in the Company’s consolidated balance sheets:
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 2023 December 31, 2022
17 unchanged sentences
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.
−Removed: Profits Interests Units (Class D Incentive Units)
−Removed: In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”).
+Added: (e) Profits Interests Units (Class D Incentive Units)
+Added: Class D Incentive Units are issued by Levo to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”).
Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount.
2 unchanged sentences
Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (e) Business Combination
−Removed: 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.
−Removed: 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.
−Removed: On March 19, 2021 (the “Closing Date”), the parties consummated the Business Combination.
−Removed: Pursuant to the Merger Agreement, the Business Combination was effected in two steps:
−Removed: (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”);
−Removed: 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”).
−Removed: 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.
−Removed: 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”).
−Removed: 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.
−Removed: Also, on November 11, 2020, Nuvve Corp.
−Removed: 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.
−Removed: (the “Bridge Loan”), which automatically converted into shares of Nuvve Corp.’s common stock immediately before the closing of the Business Combination.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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), 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 .
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Additionally, the former stockholders of Nuvve Corp.
−Removed: would have been entitled to receive up to 4.0 million earn-out shares of the Company’s common stock if, for the year ended December 31, 2021, the Company’s revenue equaled or exceeded $ 30,000,000 .
−Removed: The former Nuvve Corp.
−Removed: 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.
−Removed: As the Company's target revenue of $ 30,000,000 for the year ended December 31, 2021, was not met, the former stockholders of Nuvve Corp.
−Removed: were not entitled to receive up to the 4.0 million earn-out shares of the Company’s common stock.
−Removed: 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.
−Removed: (“EDF Renewables”), a former stockholder of Nuvve Corp.
−Removed: 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.
−Removed: 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).
−Removed: The share repurchase was completed on April 26, 2021 (see Note 11 ).
−Removed: P ursuant 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 .
−Removed: As of June 30, 2022, Nuvve's Chief Executive Officer and Chief Operating Officer had fulfilled their obligations and had purchased from Nuvve a total of 134,499 shares of the Company’s common stock for $ 14.87 per share or a total of approximately $ 2,000,000 .
−Removed: 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.
−Removed: A majority of the directors qualified as independent directors under rules of Nasdaq.
−Removed: In Newborn’s initial public offering, Newborn issued 5,750,000 units at $ 10.00 per unit.
−Removed: 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 shares upon completion of an initial business combination.
−Removed: Concurrently with the initial public offering, Newborn sold to its sponsor 272,500 units at $ 10.00 per unit in a private placement.
−Removed: 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.
−Removed: Newborn received net proceeds of approximately $ 57,989,380 from the public and private units.
−Removed: 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”).
−Removed: On the Closing Date of the Business Combination, the balance in the Trust Account was $ 58,471,961 .
−Removed: 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, the Company received total net proceeds from the Trust Account in cash of $ 47,768,410 .
−Removed: 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
7 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: The on-going impact of the novel coronavirus pandemic (COVID-19) continues to negatively impacted the global economy, although to a lesser extent than in prior years.
−Removed: However, the Company continues to monitor COVID-19 closely but, at this time, is unable to predict how COVID-19 will impact its business, operating results, cash flows and financial condition in 2023.
−Removed: In addition to any direct impact on the Company's business, it is reasonably possible that the estimates made by management in preparing its financial statements have been, or will be, materially and adversely impacted in the near term as a result of the on-going COVID-19 conditions.
−Removed: (h) Use of Estimates
+Added: (g) 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.
−Removed: Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, and the recognition and disclosure of contingent liabilities.
+Added: Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, annual bonus accrual, and the recognition and disclosure of contingent liabilities.
Management evaluates its estimates on an ongoing basis.
4 unchanged sentences
If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.
−Removed: (j) Foreign Currency Matters
+Added: (i) Foreign Currency Matters
For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S.
10 unchanged sentences
Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss.
−Removed: (k) Cash and Restricted Cash
+Added: (j) 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 .
1 unchanged sentence
In connection with a new office lease agreement, the Company was required to provide irrevocable, unconditional letter of credit to the landlord upon execution of the lease.
−Removed: The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2022 and December 31, 2021 was $ 480,000 and $ 380,000 , respectively .
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (l) Accounts Receivable
+Added: The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2023 and December 31, 2022 was $ 480,000 .
+Added: (k) 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.
−Removed: The Company maintains an allowance for doubtful accounts for potential credit losses on customer accounts when deemed necessary.
−Removed: Based on the analysis, the Compa ny recorded an allowance for doubtful accounts as o f December 31, 2022 and December 31, 2021.
+Added: The Company maintains an allowance for credit losses on customer accounts when deemed necessary.
+Added: Based on the analysis, the Compa ny recorded an allowance for credit losses as o f December 31, 2023 and December 31, 2022.
See Note 7 for details.
−Removed: (m) Concentrations of Credit Risk
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (l) Concentrations of Credit Risk
At December 31, 2023 and 2022, 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:
−Removed: For the years ended December 31, 2022 and 2021, one customer accounted for 32.1 %, and one customer accounted for 12.4 % of total revenue, respectively.
+Added: For the years ended December 31, 2023 and 2022, three customers accounted for 30.3 %, and one customer accounted for 32.1 % of total revenue, respectively.
During the years ended December 31, 2023 and 2022, the Company's top five customers accounted for approximately 38.9 % and 54.7 %, respectively, o f the Company’s total revenue.
At December 31, 2023, three customers in aggregate accounted for 60.9 % of accounts receivable.
−Removed: At December 31, 2021, two customers in aggregate accounted for 32.2 % of accounts receivable.
+Added: At December 31, 2022, three customers in aggregate accounted for 40.6 % of accounts receivable.
Approximately 74.0 % and 53.6 % of the Company’s trade accounts receivable balance was with five customers at December 31, 2023 and 2022, respectively.
1 unchanged sentence
The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts.
−Removed: (n) Inventories
+Added: (m) Inventories
Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value.
2 unchanged sentences
Net realizable value is based on current selling prices less costs of disposal.
−Removed: At December 31, 2022, and December 31, 2021, the Company’s inventories consisted solely of finished goods, including school buses, added as of December 31, 2022, which the Company expect to lease or sell in the future.
+Added: At December 31, 2023, and December 31, 2022, the Company’s inventories consisted solely of finished goods and components parts, including school buses added as of December 31, 2022, which the Company sold during the year ended December 31, 2023.
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.
−Removed: (o) Property and Equipment, Net
+Added: (n) Property and Equipment, Net
Property and equipment are carried at cost less accumulated depreciation.
2 unchanged sentences
Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations.
−Removed: (p) Intangible Assets
+Added: (o) Intangible Assets
Intangible 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.
−Removed: (q) Impairment of Long-Lived Assets
+Added: (p) Impairment of Long-Lived Assets
The 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.
1 unchanged sentence
There were no such write-downs for the years ended December 31, 2023 and 2022.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (r) Investments in Equity Securities Without Readily Determinable Fair Values
+Added: (q) Investments in Equity Securities Without Readily Determinable Fair Values
Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
2 unchanged sentences
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.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”).
2 unchanged sentences
The Company did not recognize an impairment loss on its investment during the year ended December 31, 2023 or the year ended December 31, 2022.
−Removed: In June 2022, the Company invested $ 1.0 million in Switch EV Ltd ("Switch"), a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership.
−Removed: Since Switch is a nonpublic entity, there is no readily determinable fair value.
−Removed: As of December 31, 2022, the Company’s investment in Switch was accounted for as an investment in equity securities without a readily determinable fair value subject to impairment.
−Removed: The Company did not recognize an impairment loss on its investment during the year ended December 31, 2022.
−Removed: (s) Employee Savings Plan
+Added: (r) Employee Savings Plan
The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code.
1 unchanged sentence
For the years ended December 31, 2023 and 2022, the Company did not contribute to the savings plan.
−Removed: (t) Fair Value Measurement
−Removed: The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued expenses, and warrants.
+Added: (s) Fair Value Measurement
+Added: The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses, 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.
7 unchanged sentences
• 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.
−Removed: (u) Net Loss Per Share Attributable to Common Stockholders
+Added: (t) 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, preferred dividends on redeemable non-controlling interest, and accretion on preferred shares on redeemable non-controlling interest from the consolidated net earnings or loss ( Note 14 ).
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: (v) Revenue Recognition
+Added: (u) Revenue Recognition
The Company recognizes revenue in accordance with the way that depicts the 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.
7 unchanged sentences
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
−Removed: 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.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: The Company’s revenue is primarily derived from sales of EV charging stations, school buses, 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.
18 unchanged sentences
If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price.
−Removed: The Company applies judgment in evaluating factors such as the scientific, regulatory,
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment.
+Added: 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.
−Removed: Revenue arising from from reimbursed allowable costs are recognized as the costs are submitted and approved by the applicable agency.
+Added: Revenue arising from reimbursed allowable costs are recognized as the costs are submitted and approved by the applicable agency.
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).
2 unchanged sentences
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.
−Removed: Revenue for certain service contracts, such as third party installation, is recognized over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation.
+Added: Revenue for certain service contracts, such as third party installation, is recognized on gross basis over time using an input method where progress on the performance obligation is measured based on the proportional actual costs incurred to date relative to the total costs expected to be required to satisfy the performance obligation.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Bill-and-hold arrangements - The Company occasionally enters into bill and hold arrangements in which some customers request that billed products that are ready for delivery be held at the Company's warehouse facility for them until shipment at a later date.
13 unchanged sentences
The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered.
−Removed: (w) Cost of Revenue
+Added: (v) Cost of Revenue
Cost 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.
Cost of revenue does not include depreciation and amortization costs.
−Removed: (x) Contract Costs
−Removed: 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
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: period of benefit which is generally the life of the contract.
−Removed: The Company evaluated incremental contract costs for contracts in place as of December 31, 2022, and December 31, 2021 and determined these to be immaterial to the consolidated financial statements.
−Removed: (y) Income Taxes
+Added: (w) Contract Costs
+Added: Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, and costs incurred to obtain or to perform contracts, and amortizes these costs over the expected period of benefit which is generally the life of the contract.
+Added: The Company evaluated incremental contract costs for contracts in place as of December 31, 2023, and December 31, 2022 and determined that these costs are recoverable.
+Added: (x) 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.
3 unchanged sentences
In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections.
−Removed: After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance.
+Added: After consideration of positive and negative evidence, if the Company determines that it is not
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance.
The Company applies certain provisions of ASC 740, which includes a two-step approach to recognizing and measuring uncertain tax positions.
2 unchanged sentences
The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments.
−Removed: (z) Research and Development
+Added: (y) Research and Development
The Company expenses research and development costs as incurred.
1 unchanged sentence
Certain research and development costs are related to performance on grant contracts.
−Removed: (aa) Stock-Based Compensation
+Added: (z) Share-Based Compensation
The Company accounts for all share-based compensations costs granted to employees and non-employees under the method prescribed by ASC 718-10, Stock Compensation ( Note 12 ).
12 unchanged sentences
As the implicit rate on most of the Company's leases are not reasonable determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Company uses the implicit rate when readily determinable.
+Added: The Company uses the implicit rate when readily determinable.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option.
1 unchanged sentence
The Company has lease agreements with lease and non-lease components, which are combined for certain assets classes.
−Removed: (ac) Recently adopted accounting pronouncements
+Added: (ab) Recently adopted accounting pronouncements
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”).
−Removed: 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.
+Added: 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 rent 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.
−Removed: This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.
−Removed: The Company will adopt the guidance effective beginning January 1, 2023.
−Removed: The Company has completed its assessment of the guidance and has concluded that it will not have a material impact on its consolidated financial statements.
−Removed: (ad) Recently issued accounting pronouncements not yet adopted
−Removed: None applicable
+Added: The Company adopted the guidance effective beginning January 1, 2023.
+Added: The adoption of the guidance did not have a material impact on its consolidated financial statements.
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (ac) Recently issued accounting pronouncements not yet adopted
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .
+Added: ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company’s CODM.
+Added: The amendments in this update also provide new segment disclosure requirements for entities with a single reportable segment, and expand the interim segment disclosure requirements.
+Added: ASU 2023-07 is effective for the fiscal year ending December 31, 2024.
+Added: Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.
+Added: The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .
+Added: ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S.
+Added: and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures.
+Added: ASU 2023-09 is effective for the Company’s fiscal year ending December 31, 2025.
+Added: Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted.
+Added: The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 3 – Revenue Recognition
3 unchanged sentences
Revenue recognized over time:
−Removed: Services $ 784,710 $ 797,127
+Added: Services - engineering and others $ 1,322,953 $ 337,005
+Added: Grid services 839,265 447,705
Grants 326,757 459,427
2 unchanged sentences
Total revenue $ 8,332,162 $ 5,373,383
−Removed: The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2022 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):
+Added: The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2023 expected to be re cognized in the future, and classified as deferred revenue on the consolidated balance sheet for year ended December 31, is as follows (this disclosure does not include revenue related to contracts whose original expected duration is one year or less):
2024 $ 697,105
1 unchanged sentence
Total (1) $ 1,030,056
+Added: __________________
+Added: (1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure.
Related to the finance receivables, during the year ended December 31, 2022, the Company recognized $ 609,860 of product revenue related to contracts with customers for which the Company determined that control of the DC Charger transferred to that customer.
43 unchanged sentences
Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ 8,677,000
+Added: Institutional/Accredited Investor Warrants $ — $ — $ 218,884 $ 218,884 $ 2,445,462
Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 359,225 $ 359,225 $ 152,723
4 unchanged sentences
Initial fair value
−Removed: Balance at Total (gains) losses for period included in earnings ( 864,000 ) ( 8,677,000 ) ( 2,445,462 ) ( 152,723 )
+Added: Total (gains) losses for period included in earnings ( 2,000 ) — ( 214,263 ) ( 49,497 )
Balance at December 31, 2023 $ — $ — $ 4,621 $ 309,728
4 unchanged sentences
The fair value of the level 3 Institutional/Accredited Investor Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs:
−Removed: term of 5.1 years, risk free rate of 3.97 %, no dividends, volatility of 62.0 %, and strike price of $ 0.50 .
−Removed: The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2022 using the M onte Carlo Simulation model which used the following inputs:
−Removed: terms range from 1.6 years to 7.0 years, risk free rate of 4.0 %, no dividends, volatility of 63.0 % and probability of redemptions triggered of 75.0 %.
+Added: term of 4.1 years, risk free rate of 3.92 %, no dividends, volatility of 63.0 %, common stock price of $ 0.12 and strike price of $ 150.00 .
+Added: The fair value of the level 3 Institutional/Accredited Investor Warrants was estimated at December 31, 2022 using the Black-Scholes model which used the following inputs:
+Added: term of 5.1 years, risk free rate of 3.97 %, no dividends, volatility of 62.0 %, common stock price of $ 0.50 and strike price of $ 150.00 .
NUVVE HOLDING CORP.
3 unchanged sentences
terms range from 0.6 years to 7.0 years, risk free rate of 3.9 %, no dividends, volatility of 79.0 % and probability of redemptions triggered of 75.0 %.
+Added: The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2022 using the M onte Carlo Simulation model which used the following inputs:
+Added: terms range from 1.6 years to 7.0 years, risk free rate of 4.00 %, no dividends, volatility of 63.0 % and probability of redemptions triggered of 75.0 %.
There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2023 and 2022.
4 unchanged sentences
Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes
−Removed: Term (years) 8.40 8.40 8.40 8.40
−Removed: Risk free rate 3.9 % 3.9 % 3.9 % 3.9 %
−Removed: Exercise price $ 15.0 $ 20.0 $ 30.0 $ 40.0
−Removed: Volatility 56.0 % 56.0 % 56.0 % 56.0 %
Capital expenditure forecast (in millions) $ — $ — $ — $ —
3 unchanged sentences
The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants.
+Added: Therefore, at December 31, 2023, the Company has determined that it is unlikely that the unvested warrants will vest.
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, 2022:
8 unchanged sentences
Probability of warrants vesting — % — % — % — %
−Removed: The following table presents the significant unobservable inputs and valuation methodologies at December 31, 2021 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 at the date of issuance of May 17, 2021:
−Removed: Series B Warrants Series C Warrants Series D Warrants Series E Warrants Series F Warrants Options
−Removed: Fair value (in millions) $ 12.8 $ 5.6 $ 4.8 $ 3.8 $ 3.2 $ 12.6
−Removed: 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
−Removed: Term (years) 10 10 10 10 10 7.50
−Removed: Risk free rate 1.6 % 1.6 % 1.6 % 1.6 % 1.6 % 1.4 %
−Removed: Exercise price $ 10.0 $ 15.0 $ 20.0 $ 30.0 $ 40.0 $ 50.0
−Removed: Volatility 55.0 % 55.0 % 55.0 % 55.0 % 55.0 % 57.0 %
−Removed: Capital expenditure forecast (in millions) N/A $ 125.0 $ 250.0 $ 375.0 $ 500.0 N/A
−Removed: Probability of warrants vesting 100.0 % 96.9 % 87.7 % 78.2 % 69.9 % N/A
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: (a) During the second quarter ended June 30, 2022, the Company significantly lowered its forecast of Levo's capital deployments due to the passage by the United States Congress of the Infrastructure Investment and Jobs Act bill, and the related unveiling of the Environmental Protection Agency’s 2022 Clean School Bus rebates.
+Added: The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants.
+Added: Therefore, at December 31, 2022, the Company has determined that it is unlikely that the unvested warrants will vest.
Note 5 - Derivative Liability - Non-Controlling Redeemable Preferred Stock
2 unchanged sentences
The economic characteristics of the redemption features are considered more akin to 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.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accordingly, the Company has recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event.
8 unchanged sentences
The Company has a consulting services agreement with Dreev related to software development and operations.
−Removed: The consulting services were zero fo r the years ended December 31, 2022 and December 31, 2021.
+Added: The consulting services were $ 43,399 and zero fo r the years ended December 31, 2023 and December 31, 2022, respectively.
In accordance with an advanced subscription agreement dated June 6, 2022, the Company invested $ 1.0 million in Switch, a nonpublic entity incorporated and registered in the United Kingdom through an advance subscription agreement for a future equity ownership expected to be more or less than 5 % subject to final valuations.
2 unchanged sentences
The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G.
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: On March 30, 2023, the Company sold its investment interest in Switch for $ 1.3 million.
+Added: A gain of $ 0.3 million was recorded in Other, net on the statements of operations.
Note 7 – Account Receivables, Net
2 unchanged sentences
Trade receivables $ 2,107,497 $ 1,149,301
−Removed: allowance for doubtful accounts ( 58,834 ) ( 63,188 )
+Added: allowance for credit losses ( 382,598 ) ( 58,834 )
Accounts receivable, net $ 1,724,899 $ 1,090,467
−Removed: Allowance for doubtful accounts:
−Removed: Balance December 31, 2020
+Added: Allowance for credit losses:
Balance December 31, 2021
1 unchanged sentence
Balance December 31, 2022
+Added: Provision ( 323,764 )
+Added: Balance December 31, 2023
+Added: $ ( 382,598 )
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 8 – Inventories
4 unchanged sentences
Vehicles - School Buses — 1,620,000
−Removed: Others 560,186 17,670
+Added: Component parts 377,203 560,186
Total $ 5,889,453 $ 11,551,831
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 9 – Property, Plant and Equipment
11 unchanged sentences
__________________
−Removed: (1) Represents DC Charges temporary loan out to customer while their DC Charges being repaired.
+Added: (1) Represents DC Chargers temporary loaned out to customers while their DC Chargers are being repaired.
Note 10 – Intangible Assets
10 unchanged sentences
Note 11 – Stockholders’ Equity
+Added: Reverse Stock Split
+Added: The reverse stock split did not affect the number of authorized shares of the Company's common stock or the par value of the common stock.
+Added: Following the reverse stock split effectiveness on January 19, 2024, all references in the consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1 for 40 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented.
+Added: Authorized Shares
As of December 31, 2023, the Company has authorized two classes of stock to be designated, respectively, common stock, and preferred stock.
13 unchanged sentences
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.
−Removed: Shelf Registration and At the Market Offering
−Removed: On April 25, 2022, the Company filed a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $ 100.0 million.
+Added: Shelf Registration, At the Market Offering and Registered Direct Offering
+Added: On April 25, 2022, the Company filed a shelf registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) which will allow it to issue unspecified amounts of common stock, preferred stock, warrants for the purchase of shares of common stock or preferred stock, debt securities, and units consisting of any combination
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $ 100.0 million.
The shelf registration statement was declared effective on May 5, 2022.
−Removed: The Company believes that it will be able to raise capital by issuing securities pursuant to its effective shelf registration statement.
−Removed: On May 5, 2022, the Company entered into an at-the-market offering agreement ("Sales Agreement"), with Craig-Hallum Capital Group LLC and Chardan Capital Markets, LLC (the "Agents").
−Removed: From time to time during the term of the Sales Agreement, the Company may offer and sell shares of common stock having an aggregate offering price up to a total of $ 25.0 million in gross proceeds.
−Removed: The Agents will collect a fee equal to 3.0 % of the gross sales price of all shares of common stock sold.
−Removed: Shares of common stock sold under the Sales Agreement are offered and sold pursuant to the Registration Statement
+Added: The Company was able to raise capital by issuing securities pursuant to its effective shelf registration statement.
+Added: 2023 ATM Offering Program
+Added: On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”), as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its common stock (the “Shares”), having an aggregate offering price of up to $ 25,000,000 .
+Added: The Company paid the Agent a commission of 3.0 % of the aggregate gross sales prices of the Shares.
+Added: The Company reimbursed the Agent for fees and disbursements of its legal counsel in the amount of $ 50,000 .
+Added: During the year ended December 31, 2023 , the Company sold 37,804 shares of common stock pursuant to the ATM Agreement at an average price of $ 25.60 per share for aggregate net proceeds of approximately $ 0.9 million.
+Added: Effective October 16, 2023, the Company and the Agent agreed to terminate the ATM Agreement .
+Added: February 2023 Registered Direct Offering
+Added: On February 17, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 13,587 shares of common stock in a registered direct offering (the “February 2023 Offering”).
+Added: The offering price for the shares was $ 36.80 per share of common stock.
+Added: The closing of the February 2023 Offering occurred on February 21, 2023.
+Added: The aggregate gross proceeds from the February 2023 Offering was approximately $ 0.5 million.
+Added: Chardan Capital Markets LLC acted as the placement agent for the February 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.
+Added: April 2023 Registered Direct Offering
+Added: On April 14, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 45,455 shares of common stock in a registered direct offering (the “April 2023 Offering”).
+Added: The offering price for the shares was $ 22.00 per share of common stock.
+Added: The closing of the April 2023 Offering occurred on April 17, 2023.
+Added: The aggregate gross proceeds from the April 2023 Offering was approximately $ 1.0 million.
+Added: Chardan Capital Markets LLC acted as the placement agent for the April 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.
+Added: June 2023 Registered Direct Offering
+Added: On June 6, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 62,313 shares of common stock in a registered direct offering (the “June 2023 Offering”).
+Added: The offering price for the shares was $ 16.00 per share of common stock.
+Added: The closing of the June 2023 Offering occurred on June 6, 2023.
+Added: The aggregate gross proceeds from the June 2023 Offering was approximately $ 1.0 million.
+Added: Chardan Capital Markets LLC acted as the placement agent for the June 2023 Offering and received a sales commission of 6.0 % of the gross proceeds.
+Added: October 2023 Offerings
+Added: On October 18, 2023, the Company entered into a marketed offering relating to the issuance and sale of 178,571 shares of its common stock.
+Added: The offering price for the shares was $ 5.60 per share of common stock.
+Added: The closing of the offering occurred on October 20, 2023.
+Added: The aggregate gross proceeds from the market offering was approximately $ 1.0 million.
+Added: Aegis Capital Corp acted as the underwriting agent of offering and received underwriting discounts and commissions equal to 7.0 % of the gross proceeds.
+Added: In addition, the Company granted Aegis Capital Corp.
+Added: a 45-day option to purchase up to 26,786 of additional shares of common stock, less underwriting discounts and commissions solely to cover over-allotments.
+Added: On October 20, 2023, Aegis exercised the option to purchase over-allotments shares of 19,931 at offering price of $ 5.60 per share.
+Added: The aggregate gross proceeds from the exercise of over-allotments shares was approximately $ 0.1 million.
+Added: Aegis Capital Corp received underwriting discounts and commissions equal to 7.0 % of the gross proceeds of the exercise of the over-allotment option.
+Added: On October 25, 2023 the Company entered into a definitive agreement with a single institutional investor for the purchase and sale of 344,324 shares of common stock and pre-funded warrants to acquire shares of common stock in a registered direct offering.
+Added: The purchase price of each share was $ 6.00 per share.
+Added: The purchase price for the pre-funded warrants is equivalent to the purchase price for the shares, less the exercise price of $ 0.0001 .
+Added: The aggregate gross proceeds to the Company was approximately $ 2.1 million .
+Added: The transaction closed on October 27, 2023, and was subject to the satisfaction of customary closing conditions.
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: described above.
−Removed: During the year ended December 31, 2022, the Company sold 792,882 shares of common stock pursuant to the Sales Agreement at an average price of $ 4.97 per share for aggregate net proceeds of approximately $ 3.8 million.
−Removed: The Sales Agreement terminated on its terms in June 2022.
Securities Purchase Agreement, Pre-Funded Warrants and Warrants
11 unchanged sentences
See Note 4 for details of changes in fair value of the unvested warrants recorded in the consolidated statement of operations.
−Removed: Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the Offering.
+Added: Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the July 2022 Offering.
The July 2022 Offering was made pursuant to the Registration Statement, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
12 unchanged sentences
• Series C warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $ 600.00 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,
+Added: • Series D warrants to purchase 25,000 shares of the Company’s common stock, at an exercise price of $ 800.00 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,
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: • 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 25,000 shares of the Company’s common stock, at an exercise price of $ 1,200.00 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
3 unchanged sentences
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 conditional capital expenditures.
−Removed: See Note 19 of our 2021 Form 10-K/A for further description of the terms of the capital commitment with Stonepeak and Evolve.
+Added: See Note 19 of our 2021 Form 10-K/A for further description of the terms of the conditional capital commitment with Stonepeak and Evolve.
+Added: Securities Purchase Agreement
+Added: On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, 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 $ 2,000.00 per share (allocated 90 % to Stonepeak and 10 % to Evolve).
+Added: 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 .
+Added: In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve.
+Added: The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions.
+Added: 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.
Warrants - Public and Private
7 unchanged sentences
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.
−Removed: 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).
−Removed: 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.
+Added: Concurrently with the execution of the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 35,625 of Newborn’s common stock, at a purchase price of $ 400.00 per share, for an aggregate purchase price of $ 14,250,000 (the PIPE).
+Added: Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased.
The PIPE Warrants are each exercisable for one-half of a common share at $ 460.00 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.
−Removed: 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.
−Removed: The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2022 and December 31, 2021 in the amount of $ 2,000 and $ 866,000 respectively, and the change in the fair value of the Private Warrant for the year ended December 31, 2022 and December 31, 2021 of is reflected as a gain of $ 864,000 and $ 387,228 respectively, in the consolidated statements of operations.
+Added: 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
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.
+Added: The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2023 and 2022, and the change in the fair value of the Private Warrant for the years ended December 31, 2023 and 2022 in the consolidated statements of operations.
+Added: See Note 4 for details of changes in fair value of the Private Warrants recorded in the consolidated statement of operations.
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, 2023:
20 unchanged sentences
The UPO is classified within stockholders’ equity in the consolidated balance sheets as “additional paid-in capital” in accordance with ASC 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity , as the UPO is indexed to the Company’s common stock and meets the conditions for equity classification.
−Removed: 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 ).
−Removed: 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).
−Removed: P ursuant to a letter agreement dated April 23, 2021, the Company’s Chief Executive Officer and Chief Operating Officer, purchased from Nuvve the 134,499 shares at $ 14.87 per share or a total of approximately $ 2,000,000 d uring the year ended December 31, 2022.
−Removed: Securities Purchase Agreement
−Removed: On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, 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).
−Removed: 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 .
−Removed: In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve.
−Removed: The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions.
−Removed: 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.
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 12 – Stock-Based Compensation
+Added: Note 12 – Share-Based Compensation
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.
1 unchanged sentence
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.
+Added: In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 100,000 shares.
As of December 31, 2023, there is an aggregate of 182,500 common shares reserved for issuance under the 2020 Plan.
All options granted to date have a ten year contractual life and vesting terms of four years .
−Removed: In general, vested options expire if not exercised at termination of service.
+Added: In general, vested options expire if not exercised 90 days after termination of service.
+Added: Forfeitures are accounted for as it occurs.
As of December 31, 2023, a total of 52,750 shares of common stock remained available for future issuance under the 2020 Plan.
−Removed: Stock-based compensation expense recognized in selling, general, and administrative, and research and development are as follows:
+Added: Share-based compensation expense recognized in selling, general, and administrative, and research and development are as follows:
Years Ended December 31,
1 unchanged sentence
Restricted stock 1,616,782 2,395,580
+Added: Stock options - modified options 43,139 68,049
+Added: Profit interest units ( 229,250 ) 445,479
Total $ 4,107,634 $ 5,475,545
14 unchanged sentences
Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.
−Removed: The following is a summary of the stock option activity under the 2010 Plan, as converted to the Company’s shares due to the Reverse Recapitalization, for the year ended December 31, 2022:
+Added: The following is a summary of the stock option activity under the 2010 Plan for the year ended December 31, 2023:
Shares Weighted-
10 unchanged sentences
19,062 102.10 3.52 —
+Added: There were no options granted during the year ended December 31, 2023.
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: There were no options granted during the year ended December 31, 2022.
The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2023:
30 unchanged sentences
Nonvested and Outstanding at December 31, 2023
+Added: __________________
+Added: (1) Includes 54,604 shares awarded for the 2022 employee annual bonus with fair value of $ 1,215,957 issued during the year ended December 31, 2023.
As of December 31, 2023, there was $ 391,601 of total unrecognized compensation cost related to nonvested restricted stock.
23 unchanged sentences
Change in fair value of warrants ( 45,415 ) ( 2,517,157 )
−Removed: 162(m) excess compensation — 237,247
Change in valuation allowance 9,298,929 7,666,631
2 unchanged sentences
Income tax expense $ 1,600 $ 800
−Removed: Significant components of the Company’s deferred tax assets (liabilities) are as follows:
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Significant components of the Company’s deferred tax assets (liabilities) are as follows:
Years Ended December 31,
8 unchanged sentences
Net deferred tax assets (liabilities) $ — $ —
−Removed: A s of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $ 59,202,000 and state net operating loss carryforwards of approximately $ 28,125,000 .
+Added: As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $ 79,116,000 and state net operating loss carryforwards of approximately $ 43,534,000 .
Of the federal net operating loss carryforwards, $ 3,070,000 will begin to expire in 2034, and the remainder do not expire.
3 unchanged sentences
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.
−Removed: A valuation allowance of $ 18,051,182 as of December 31, 2022, has been established against the Company’s deferred tax assets as is more likely than not such assets will be realized.
+Added: A valuation allowance of $ 27,350,111 as of December 31, 2023, has been established against the Company’s deferred tax assets as it is more likely than not such assets will not be realized.
The valuation allowance increased by $ 9,298,929 during the year ended December 31, 2023.
−Removed: In assessing if the deferred tax assets will be realized, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized.
+Added: In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized.
In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located.
4 unchanged sentences
The Company is subject to U.S.
−Removed: federal income tax as well as various states income tax.
−Removed: The Company’s income tax returns are open to audit under the statute of limitations for the years ended December 31 , 2019 through 2023.
+Added: federal and state income tax as well as income tax in various foreign countries.
+Added: Due to net operating loss carryforwards from earlier years, the Company’s U.S.
+Added: income tax returns are open to audit for the years ended December 31, 2014 through 2023.
+Added: The Company’s foreign income tax returns are open to audit for the years ended December 3 1, 2017 t hrough 2023.
NUVVE HOLDING CORP.
17 unchanged sentences
Stonepeak and Evolve options 125,000 125,000
+Added: Institutional/Accredited Investor Pre-Funded Warrants 112,671 —
Institutional/Accredited Investor Warrants 100,000 42,466
2 unchanged sentences
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.
−Removed: The consulting services were zero fo r the years ended December 31, 2022 and December 31, 2021.
−Removed: During the year ended December 31, 2022, the Company recognized re venue of $ 40,500 from an entity that is a stockholder of the Company .
−Removed: During the year ended December 31, 2021, the Company recognized revenue of $ 399,620 from the same entity that is a stockholder in the Company.
+Added: The consulting services was $ 43,399 fo r the year ended December 31, 2023 and zero for the year ended December 31, 2022.
+Added: During the year ended December 31, 2023, the Company recognized re venue of $ 192,413 from an entity that is an investor of the Company .
+Added: During the year ended December 31, 2022, the Company recognized revenue of $ 40,500 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, 2023 and December 31, 2022, from the same entity that is an investor in the Company.
−Removed: Equity Purchase
−Removed: The Company’s Chief Executive Officer and Chief Operating Officer purchased 134,499 shares of the Company’s common stock for $ 14.87 per share or a total of approximately $ 2,000,000 on June 2022.
−Removed: This was pursuant to a letter agreement dated April 23, 2021.
NUVVE HOLDING CORP.
8 unchanged sentences
Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs.
−Removed: On May 16, 2021, the Company entered into a ten year lease for an additional 10,250 rentable square feet for its main office facilities in San Diego, California.
−Removed: The lease terms include 3 % annual fixed increases in the base rental payment.
−Removed: Also, the lease required the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs.
−Removed: The lease term commenced in December 2021.
−Removed: 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.
−Removed: 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.
−Removed: The lease has been classified as an operating lease and included in the lease tables and the related disclosures below.
−Removed: On November 3, 2021, the Company entered into an amendment of its Main Office Lease to include an additional 4,811 rentable square feet in the suite adjoining its main office facilities in San Diego, California.
−Removed: The lease term will run concurrently with the main office lease which commenced in December 2021.
−Removed: The lease terms include 3 % annual fixed increases in the base rental payment.
−Removed: The lease also requires the Company to pay operating expenses such as utilities, real estate taxes, insurance, and repairs.
−Removed: The lease term commenced on April 15, 2022, and the Company will receive two months of rental abatement to the base rent.
−Removed: The Company was required to provide an additional letter of credit in the amount of $ 100,000 to the landlord upon commencement of the lease, and this amount is recorded as restricted cash.
−Removed: In July 2022, the Company entered into a lease agreement in Westland, Michigan for 10,000 square feet of warehouse space for the purpose of having its own controlled warehouse facility for its finished inventories.
−Removed: The term of the lease is 36 months with a fixed rent of $ 5,625 per month.
−Removed: There is an option to renew the lease for an additional 36 months, and it is probable that the Company will exercise the renewal option.
−Removed: There is no option to purchase the premises at lease termination.
Supplemental consolidated balance sheet information related to leases is as follows:
8 unchanged sentences
Total lease liabilities $ 5,517,788 $ 5,934,639
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The components of lease expense are as follows:
4 unchanged sentences
Amortization of finance lease assets Selling, general and administrative 5,779 5,594
−Removed: Interest on finance lease liabilities Interest expense 2,248 3,636
+Added: Interest on finance lease liabilities Interest income, net 1,801 2,248
Total lease expense $ 922,113 $ 818,924
19 unchanged sentences
Finance lease 7.8 % 7.8 %
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Other Information:
6 unchanged sentences
Leased assets obtained in exchange for new operating lease liabilities $ — $ —
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion.
4 unchanged sentences
Classification 2023 2022
−Removed: Sublease lease income Other, net $ 143,192 $ —
−Removed: In 2022, the Company entered into a 10 years master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet.
+Added: Sublease income Other, net $ 466,888 $ 143,192
+Added: In 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet.
A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA.
2 unchanged sentences
The lease component is the EVSE and non-lease components are the EPCs.
−Removed: The Company accounted for the lease components as a sale-type lease with the investment in lease of $ 97,054 at December 31, 2022 .
+Added: The Company accounted for the lease components as a sale-type lease with the investment in lease of $ 112,255 and $ 97,054 at December 31, 2023 and 2022, respectively .
Lease income are as follows:
1 unchanged sentence
Classification 2023 2022
−Removed: Lease income Products and services $ 99,981 $ —
−Removed: Interest income Products and services 3,341 —
+Added: Lease income Products $ 24,027 $ 99,981
+Added: Interest income Products 13,987 3,341
Total lease income $ 38,014 $ 103,322
6 unchanged sentences
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.
+Added: Please see Note 17(e) and (f) below for details regarding legal proceedings pending with Company suppliers.
(b) Research Agreement
1 unchanged sentence
Under the terms of the agreement, the Company paid a minimum of $ 400,000 annually in equal quarterly installments.
−Removed: For each of the years ended December 31, 2022 and 2021, $ 400,000 was paid under the research agreement.
+Added: For of the years ended December 31, 2023 and 2022, $ 266,667 and $ 400,000 , respectively, were paid under the research agreement.
At December 31, 2023, we have $ 341,713 remaining to be paid under a renewed agreement.
25 unchanged sentences
(e) Purchase Commitments
−Removed: On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier for a quantity of DC Chargers, for a total price of $ 13.2 million , with the delivery date specified as the week of November 15, 2021.
−Removed: However, the supplier subsequently notified Nuvve that it would be unable to meet the contracted delivery date as a result of supply chain issues.
−Removed: The parties therefore agreed to change the delivery date to on or about December 15, 2021.
−Removed: As of the end of December 31, 2021, Nuvve received a partial shipment of the DC Chargers, for which Nuvve paid $ 6.3 million .
−Removed: The delivered DC Chargers did not fully conform to required software and hardware specifications.
−Removed: In April 2022, the parties agreed to address the technical issues necessary to bring the DC charges into full conformity with specifications, and to amend the mix defined in the original PO for the delivery of the remaining DC Chargers still subject to the original PO.
−Removed: As of December 31, 2022, the supplier is still in the process of bringing the delivered DC Chargers into full conformance.
−Removed: No amendments to the original PO have been executed.
−Removed: To the extent Nuvve and the supplier are unable to align on mutually agreeable terms to resolve the dispute relating to the PO, Nuvve believes it has no obligation to purchase or accept delivery against the PO given that the supplier failed to timely deliver conforming DC Chargers in accordance with the stated PO terms.
−Removed: The supplier asserts, however, that the original PO was non-cancellable and non-refundable regardless of when in the future the chargers are delivered, and regardless of any non-conformance.
−Removed: Nuvve believes the supplier’s position does not have merit and Nuvve intends to exercise all available rights and remedies in its defense should any legal proceeding result from such dispute.
−Removed: On November 2, 2022, Nuvve received a demand for arbitration from its supplier in connection with the dispute.
−Removed: The outcome of any such proceeding would be inherently uncertain, and the amount and/or timing of any liability or expense resulting from such a proceeding is not reasonably estimable at this time.
+Added: On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier, Rhombus Energy Solutions, Inc.
+Added: (“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $ 13.2 million.
+Added: A dispute (the "Dispute")
+Added: arose as to the PO, and an arbitration proceeding was initiated.
+Added: On February 2, 2024 (the “Settlement Date”), the Company and Rhombus entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which, among other things, the Company agreed to pay Rhombus approximately $ 0.46 million for certain initial DC Chargers within 15 days from the Settlement Date.
+Added: The Company further agreed to pay Rhombus an aggregate of $ 2.4 million for certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50 % of which shall be paid within 12 months after the Settlement date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date.
+Added: The Settlement Agreement further provides for the dismissal of the legal action as to the Company and Rhombus.
+Added: The Company and Rhombus agreed to release one another from any and all claims relating to the Dispute.
+Added: (f) School Bus Storage Litigation
+Added: In October and November 2021, the Company purchased an aggregate of five school buses from a certain school bus dealership in Pittsburgh, Pennsylvania.
+Added: Thereafter, the Company entered into agreements to sell these buses to a third-party purchasers.
+Added: However, the dealership refused to release four of the buses and to provide the Company with a manufacturer statement of origin (an “MSO”) for all five buses, claiming that the Company owed them approximately $ 0.45 million in storage fees allegedly incurred since January 2022.
+Added: The Company disputed that it had an obligation to pay the storage fees as well as the amount of fees demanded by the dealership, and filed a petition for preliminary injunction with the Court of Common Pleas of Allegheny County, Pennsylvania.
+Added: On November 1, 2023, the court granted the Company's petition for preliminary injunction requiring the dealership to release and provide keys for the four buses and to provide the MSOs for all five buses, contingent on the Company posting an injunction bond in the amount of $ 0.55 million within seven days of the order.
+Added: The Company timely posted the injunction bond on November 7, 2023.
+Added: The Company anticipate that the storage fee dispute with the dealership will be adjudicated by the second quarter of fiscal year 2024.
NUVVE HOLDING CORP.
32 unchanged sentences
December 31, 2023 December 31, 2022
+Added: Beginning Balance $ ( 3,950,186 ) $ ( 2,501,633 )
net loss attributable to non-controlling interests
11 unchanged sentences
Beginning balance $ 3,547,765 $ 2,901,899
−Removed: Beginning redemption value (at fair value) — 3,138,000
−Removed: Non-controlling redeemable preferred shares - embedded derivatives — 497,606
−Removed: Adjusted initial carrying value 2,901,899 2,640,394
Preferred share accretion adjustment 645,864 645,866
10 unchanged sentences
Therefore, the expenses recorded will only reflect the 80 % vesting portion.
−Removed: During the year ended December 31, 2022, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of $ 445,479 .
−Removed: NUVVE HOLDING CORP.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: During the year ended December 31, 2023 and 2022, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of $ 127,134 and $ 445,479 , respectively .
The Company uses the M onte Carlo Simulation model to estimate the fair value of Class D Incentive Units.
7 unchanged sentences
(1) The expected life of options is the average of the contractual term of the Class D Incentive Units and the vesting period.
+Added: NUVVE HOLDING CORP.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) The risk-free interest rate is based on the yields on U.S.
8 unchanged sentences
Nonvested at December 31, 2022 250,000 13.28
−Removed: Granted 250,000 13.28
Cancelled (1) 200,000 12.49
Nonvested and Outstanding at December 31, 2023
−Removed: 250,000 13.28
+Added: (1) Cancelled units represents unvested units granted to cliff vest on the grant anniversary date.
+Added: However, the employees were terminated before the grant date anniversary.
+Added: As a result, the previously recognized expenses of $ 421,371 was reversed.
As of December 31, 2023, there was $ 283,381 of total unrecognized compensation cost related to nonvested Class D Incentive Units.
1 unchanged sentence
Note 19 - Subsequent Events
−Removed: January 2023 ATM Offering Program
−Removed: On January 31, 2023, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”), as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its common stock (the “Shares”), having an aggregate offering price of up to $ 25,000,000 .
−Removed: The Company will pay the Agent a commission of 3.0 % of the aggregate gross sales prices of the Shares.
−Removed: The Company reimbursed the Agent for fees and disbursements of its legal counsel in the amount of $ 50,000 .
−Removed: In January and February 2023, we sold 78,638 shares of common stock pursuant to the ATM Agreement at an average price of $ 1.79 per share for aggregate net proceeds of approximately $ 0.1 million .
−Removed: February 2023 Registered Direct Offering
−Removed: On February 17, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain institutional and accredited investor, relating to the issuance and sale of 543,478 shares of common stock in a registered direct offering (the “February 2023 Offering”).
−Removed: The offering price for the shares was $ 0.92 per share of common stock.
−Removed: The closing of the February 2023 Offering occurred on February 21, 2023.
−Removed: The aggregate gross proceeds from the February 2023 Offering was approximately $ 0.5 million.
−Removed: Chardan Capital Markets LLC acted as the placement agent for the February 2023 Offering and received a sales commission of 3.0 % of the gross proceeds.
+Added: February 2024 Public Offering
+Added: On January 31, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) regarding an underwritten public offering of its securities (the “Offering”).
+Added: The Offering was conducted pursuant to our Registration Statement on Form S-1 filed with the SEC, which was declared effective as of January 31, 2024.
+Added: On February 2, 2024, the Company completed the Offering and received gross proceeds of approximately $ 9.6 million prior to deducting underwriting discounts and commissions and offering expenses.
+Added: Craig-Hallum received underwriting discounts and commissions equal to 7.0 % of the gross proceeds of the Offering, and is further entitled to receive 7.0 % of the gross proceeds received by the Company in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.
+Added: As noted above, on January 31, 2024, the Company entered into an Underwriting Agreement regarding the Offering which was comprised of the followings:
+Added: 3,035,000 shares of common stock;
+Added: 1,765,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock;
+Added: 4,800,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $ 2.00 per share and a term of five years following the issuance date;
+Added: 4,800,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $ 2.00 per share and a term of nine months following the issuance date;
+Added: 4,800,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $ 2.00 per share and a term of five years following the issuance date, subject to early expiration as described below.
+Added: Each share of common stock and Pre-Funded Warrant issued in the offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock.
+Added: The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $ 2.00 .
+Added: The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $ 1.9999 , and the exercise price of each Pre-Funded warrant is $ 0.0001 per share.
+Added: The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months , in proportion and only to the extent any Series C Warrants expire unexercised.
+Added: In addition, Craig-Hallum was granted warrants to purchase up to 480,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $ 2.00 per share.
+Added: The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 240,000 of the shares of
NUVVE HOLDING CORP.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Sale of Switch Investment
−Removed: On March 30, 2022, th e Company sold its investment interest in Switch for $ 1.3 million.
−Removed: The company had invested $ 1.0 million in Switch for an advanced subscription agreement dated June 6, 2022.
−Removed: See Note 6 for further details.
+Added: common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.
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.