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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-29 · 1080 added, 316 removed, 1221 unchanged (53% of the section changed)

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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.

Remediation of Material Weakness in Internal Control Over Financial Reporting

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;

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 and evaluating the accounting of complex financial matters.

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:

• implemented an Enterprise Resource Planning ("ERP") system for the Company's accounting books and records.

The ERP system has further provided and enhanced segregation of duties through its internal workflow processes and procedures;

• utilized outside technical accounting consultants to supplement the Company’s resources to assist in evaluating complex accounting transactions matters;

• 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.

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.

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 .

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

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.

There are no significant changes in our internal control over financial reporting during the year ended December 31, 2024, 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

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

inability to eliminate misconduct completely.

Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances.

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Other Information

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

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.

Executive Officers and Directors

The table below lists the name, age and position of each of our executive officers and director as March 31, 2025.

Name Age Position

Gregory Poilasne 52 Chief Executive Officer and Director

Ted Smith 57 President, Chief Operating Officer and Director

Robson 57 Chief Financial Officer

Angela Strand 55 Director

David Sherman 76 Director

Montgomery 74 Chairperson and Director

Executive Officers

Gregory Poilasn e has served as our Chief Executive Officer and member of the Board since November 2020.

He is a co-founder of Nuvve and previously served as its Chairman.

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.

Since February 2019, he also has served as a board member of Dreev, a business venture between EDFRenewables, Inc.

(“EDF”) and Nuvve.

Poilasne has more than 20 years of experience in the start-up and technology space.

He was Chief Executive Officer of DockOn AG, a Radio-Frequency technology company from February 2011 to January 2016.

He was also Vice-President of Business Development of Rayspan, another Radio-Frequency technology company, from 2007 to 2010.

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.

Poilasne holds an Masters of Business Administration (M.B.A) from the Wharton School of Business, University of Pennsylvania, a Ph.D.

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.

We believe Mr.

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.

Ted Smith has served as our President and Chief Operating Officer and a member of the Board since November 2020.

Smith was a founding investor in Nuvve Corporation, a wholly owned subsidiary of Nuvve, and has served as a member of its board of directors since 2010 and as its Chief Operating Officer since April 2018.

Smith is directly responsible for managing the successful development, deployment and commercialization of Nuvve’s technologies, as well as supporting global regulatory compliance efforts.

He previously served as Nuvve’s Chief Administrative Officer from March 2017 until becoming Chief Operating Officer.

He currently serves as a board member of Dreev, a business venture between EDF and Nuvve.

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.

From 1996 to 1999, Mr.

Smith also served as Quantitative Analyst at Nicholas-Applegate Capital Management, a San Diego-based investment advisory firm.

Smith also served as an officer in the United States Navy from 1989 to 1996.

Smith holds an M.B.A from the University of San Diego and a Bachelor of Science in Marine Engineering/Technology from Maine Maritime Academy.

He is also a Chartered Financial Analyst charterholder, held the Chartered Investment Counselor certification, and is NACD Directorship Certified® and has earned the NACD certificate in cyber risk oversight.

We believe Mr.

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.

Robson has served as our Chief Financial Officer since March 2021.

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.

Robson has served on the board of directors of NuZee Coffee, a leading co-packing company for single-serve coffee formats since March 2021.

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.

His responsibilities included overseeing finance, information technology, mergers and acquisitions and investor relations.

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.

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.

From January 2012 to September 2014, Mr.

Robson was the Chief Financial Officer of U.S.

AutoParts, an online provider of auto parts and accessories.

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.

From 2001 to 2007, he served as the Senior Vice President of Finance and Principal Accounting Officer for Guitar Center, Inc.

Robson began his career with the accounting firm Deloitte & Touche LLP.

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.

Montgomery has served as a member of the Board since November 2020, and has served as the Interim Chairperson of the Board since January 2024.

He is chair of the nominating and governance committee and is a member of the audit and compensation committees.

Montgomery sits on the Board of Nature’s Miracle Holding Corp.

NMHI) since March 2024.

He is chair of the nominating and governance committee and is a member of the audit and compensation committees.

Montgomery is a managing director at Meredith Financial Group Inc., a financial management and advisory firm located in New York City.

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.

He also advised clients on foreign direct investments, including those utilizing development finance institutions, export credit agencies, and political risk insurers.

In addition, Mr.

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.

He is experienced in applying model-based quantitative analysis — particularly choice-based modeling — to solving competitive problems.

Previously, from 1996 to 2010, Mr.

Montgomery co-founded Hudson Group Inc.

in New York, a research-based marketing consultancy.

He also held prior positions as executive vice president at Marketing Strategy & Planning Inc./Synovate, and vice president at Hase Schannen Research Associates Inc.

Montgomery holds an M.B.A from Northeastern University and a Bachelor of Arts degree from the University of California, Berkeley.

From 2000-2022 he was Adjunct Faculty in Marketing at the University of Georgia.

We believe Mr.

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.

David Sherman MBA, DBA, CPA has served as member of the Board since November 2020.

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.

Professor Sherman has serves as 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.

Professor Sherman served on the board and as audit committee chair for Dunxin Financial Holdings Ltd.

DXF) from January 2018 to August 2019, Kingold Jewelry Inc.

KGJI) from February 2011 to May 2016, China HGS Real Estate Inc.

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.

He currently serves on the board of board of Xiao-I Corp (AIXI), Prestige Wealth Inc.

(PWM), Linkage Global Inc.

(LGCB) and Nature’s Miracle Holding Inc (NMHI0.

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).

From 2004 to 2005, Professor Sherman was an Academic Fellow at the U.S.

Securities and Exchange Commission in the Division of Corporate Finance’s Office of Chief Accountant.

Professor Sherman received his A.B.

in Economics from Brandeis University and both an MBA and doctoral degrees from Harvard Business School.

He is a Certified Public Accountant and previously practiced with Coopers & Lybrand.

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.

We believe Mr.

Sherman is 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.

Angela Strand has served as a member of Board since November 2020.

Strand is the founder and Managing Director of Strand Strategy, a consulting firm specializing in disruptive technology commercialization.

She is presently a director and member of the compensation committee, and previously served as interim Chief Executive Officer, chairwoman, chair of the compensation committee and member of the nominating and governance committee for Lordstown Motors.

From 2016 to 2020, Ms.

Strand 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.

From April 2017 to December 2018, Ms.

Strand served as Vice President of Workhorse Group Inc;

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.

and from 2011 to 2015, she served as the Chief Marketing Officer and Head of Business Development and Government Affairs for Smith Electric Vehicles.

In 2018, she founded In-Charge, an electric vehicle infrastructure solutions provider.

Strand has also served in various management and executive roles at medical device, biotech and digital health firms.

Strand is a named inventor with seven issued patents.

Strand holds a Bachelor of Science degree in Communications and an M.B.A in Marketing from the University of Tennessee.

We believe Ms.

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.

Family Relationships

There are no familial relationships among the Company’s directors and executive officers.

Audit Committee

Our board of directors has established a standing audit committee.

The audit committee consists of Mr.

Sherman (chairperson), Mr.

Montgomery and Ms.

The board has determined that each member of the audit committee is an independent director as defined by the rules of Nasdaq applicable to members of an audit committee, including that each member meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act.

In addition, as required by the rules of The Nasdaq Stock Exchange LLC (“Nasdaq”), each member of the audit committee is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and statement of cash flows.

Financial Experts on Audit Committee

Our board of directors determined that Mr.

Sherman qualifies as an audit committee financial expert within the meaning of the rules and regulations of the SEC.

In making this determination, the board considered Mr.

Sherman’s formal education and previous experience in financial roles.

In addition, as required by the rules of Nasdaq, we have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The board determined Mr.

Sherman qualifies as financially sophisticated under the rules of Nasdaq.

Compensation Committee

Our board of directors has established a standing compensation committee.

The compensation committee consists of Ms.

Strand (chairperson), Mr.

Montgomery and Mr.

The Board has determined that each member of the compensation committee is an independent director as defined by the rules of Nasdaq applicable to members of a compensation committee.

The Board also determined that each member of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

The compensation committee makes all decisions regarding executive officer compensation.

Nominating and Corporate Governance Committee

Our board of directors has established a standing compensation committee.

The nominating and corporate governance committee consists of Mr.

Montgomery (chairperson), Mr.

Sherman and Ms.

The Board has determined that each member of the nominating and corporate governance committee is an independent director as defined by the rules of Nasdaq applicable to members of a nominating committee.

The nominating and corporate governance committee is responsible for overseeing the selection of persons to be nominated to serve on the Board.

The nominating and corporate governance committee also is responsible for developing a set of corporate governance policies and principles and recommending to the Board any changes to such policies and principles.

Code of Ethics

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.

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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.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale and/or disposition of our securities by our directors, officers, employees and consultants.

We believe the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2024 and 2023.

Name Year Salary (1) Stock Awards (2)(3) Option Awards(3) Bonus(4) All Other Compensation Total

Gregory Poilasne 2024 $ 406,875 $ — $ — $ 113,400 $ 16,500 (5) $ 536,775

Chief Executive Officer 2023 $ 218,333 $ 650,804 $ 14,017 $ 92,813 $ 18,000 (5) $ 993,967

Ted Smith 2024 $ 345,844 $ — $ — $ 80,325 $ 12,525 (6) $ 438,694

President and Chief Operating Officer 2023 $ 465,556 $ 420,888 $ 7,463 $ 77,406 $ 14,368 (6) $ 985,681

Robson 2024 $ 325,500 $ — $ — $ 75,600 $ — $ 401,100

Chief Financial Officer 2023 $ 250,981 $ 415,564 $ 2,803 $ 62,370 $ — $ 731,718

(1) For each of Mr.

Poilasne, Mr.

Smith and Mr.

Robson, part of their 2023 Salary was paid in the form of monthly vested restricted stock units granted on August 12, 2022 in the amounts of 304 shares, 72 shares and 280 shares, respectively, post reverse stock split.

(2) Some stock awards were in lieu of cash compensation or bonuses.

(3) Represents the estimated grant date fair value of the restricted stock units and stock options as determined under the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718.

Such estimated fair value amounts do not necessarily correspond to the potential actual value realized from such awards.

The assumptions made in computing the estimated fair value of such awards are discussed in Note 12 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

(4) Represents (i) for Mr.

Poilasne a 2023 Annual Bonus in the amount of $113,400 paid in 2024 and 2022 Annual Bonus in the amount of $92,813 paid in 2023;

Smith a 2022 Annual Bonus in the amount of $80,325 pai d in 2023 and 2022 Annual Bonus in the amount of $77,406 paid in 2023;

and (iii) for Mr.

Robson, a 2023 Annual Bonus in the amount of $75,600 paid i n 2024 and 2022 Annual Bonus in the amount of $62,370 paid in 2023.

For each of Mr.

Poilasne, Mr.

Smith and Mr.

Robson, part of their 2022 Annual Bonus was paid in the form of immediately vested restricted stock units granted on July 7, 2023 in the amounts of 1,349 shares, 1,125 shares and 906 shares, respectively.

(5) Represents $16,500 and $18,000 of auto reimbursement in 2024 and 2023, respectively.

(6) Represents $12,525 and $14,368 of auto reimbursement in 2024 and 2023, respectively.

Narrative Disclosure to Summary Compensation Table

For 2024 and 2023, the compensation program for the Company’s named executive officers consisted of base salary and incentive compensation delivered in the form of cash bonuses and equity awards.

Base salary was set at a level that was commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance.

Cash bonuses and equity awards were also set at a level that was commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance, subject to any employment or similar agreement with the executive.

The Company provides benefits to its named executive officers on the same basis as it provides them to all of its employees, including health, dental and vision insurance;

life and disability insurance;

and a tax-qualified Section 401(k) plan for which no match by the Company is provided.

In 2024 and 2023, the Company did not maintain any executive-specific benefit or perquisite programs.

The Company has one active equity plan, the Nuvve Corporation 2020 Equity Incentive Plan (the “2020 Plan”).

In 2021, the Company adopted 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.

In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan to 18,250, with an automatic evergreen provision increase of five percent (5%) of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 on each January 1 beginning on January 1, 2024 and through and including January 1, 2030.

Employment Agreements

Gregory Poilasne

Poilasne is terminated without “cause,” he will continue to receive his then current base salary for the ensuing 18 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

Poilasne is terminated without “cause” or resigns for “good reason” within 12 months after the Company is subject to change in control, he will receive a severance payment equal to four times his then current base salary in one lump sum.

On August 10, 2022, Mr.

Poilasne entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Poilasne agreed to adjust his annual compensation, from September 1, 2022 until August 31, 2023 (the “ New Salary Period ”), to a base salary of $65,000 and a number of restricted stock units equal to $182,430 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period in accordance with the table below.

Grant Date November 30, 2022 Grant Date December 31, 2022 Grant Date January 31, 2023 Grant Date February 28, 2023 Grant Date March 31, 2023 Grant Date April 30, 2023 Grant Date May 31, 2023 Grant Date June 30, 2023 Grant Date July 31, 2023 Grant Date August 31, 2023

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The Compensation Committee also approved a 5% increases in base salary for Mr.

Poilasne, effective as of May 1, 2022, from $500,000 to $525,000.

On January 25, 2024, the Company entered into amended and restated employment agreements with Mr.

Poilasne (the "Prior Poilanse").

The Prior Poilasne Agreements was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Poilasne Agreement commenced on January 25, 2024 and ended on March 18, 2025.

Pursuant to the Prior Poilasne Agreement, Mr.

Poilasne (i) received an initial annual base salary of $525,000 per year until March 19, 2024, upon which his base salary was reduced to a rate of $420,000, which may be increased by the Compensation Committee from time to time, (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) was eligible to receive a one-time bonus based on achievement of certain Company performance goals during fiscal year 2024, as established by the Compensation Committee, and (iv) was eligible to receive a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company was also be obligated to reimburse Mr.

Poilasne for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,500 per month) and his mobile phone.

Poilasne is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Poilasne Agreement further provided that upon the termination of Mr.

Poilasne by the Company without “cause” or by Mr.

Poilasne for “good reason” (each as defined the Poilasne Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On March 31, 2 025, the Company entered into an amended and restated employment agreement with Mr.

Poilasne, deemed effective as of March 18, 2025 (the “Restated Poilasne Agreement”).

The Restated Poilasne Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company.

The term of the Restated Poilasne Agreement commences on the effective date March 18, 2025 and ends on March 18, 2028.

Pursuant to the Restated Poilasne Agreement, Mr.

Poilasne will receive an initial annual base salary of $420,000, which shall be increased to $650,000 upon the earliest of:

(A) the date on which the Company receives an aggregate of $10.0 million in capital proceeds raised from financing transactions;

(B) the date on which the Company achieves $15.0 million in revenue over a 12-month consecutive period;

or (C) the twelve month anniversary of the effective date of the Restated Poilasne Agreement, provided, that effective as of the occurrence of a “change in control” (as defined in the Restated Poilasne Agreement), the base salary shall be $420,000.

Poilasne is also eligible to receive (i) an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his then in effect base salary, (ii) a one-time cash bonus of $125,000 upon the Company’s receipt of $15.0 million in capital proceeds raised as part of financing transactions, and (iii) a bonus of up to $100,000 per year at the discretion of the Compensation Committee .

The Restated Poilasne Agreement further provides that upon the termination of Mr.

Poilasne by the Company without “cause” or by Mr.

Poilasne for “good reason” (each as defined the Restated Poilasne Agreement), he will be entitled to continue to

receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period .

In the event Mr.

Poilasne is terminated by the Company without “cause” or by Mr.

Poilasne after a “change of control” within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr.

Poilasne will be entitled to a lump sum payment equal to 36 months of his base salary.

On August 10, 2022, Mr.

Smith entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Smith agreed to adjust his annual compensation, during the New Salary Period, to a base salary of $401,625 and a number of restricted stock units equal to $44,625 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period in accordance with the table below.

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The Compensation Committee also approved a 5% increases in base salary for Mr.

Smith, effective as of May 1, 2022, from $425,000 to $446,250.

On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr.

Smith (the “Prior Smith Agreement”).

The Prior Smith Agreement was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Smith Agreement commenced on January 25, 2024 and ended on March 18, 2025.

Pursuant to the Prior Smith Agreement, Mr.

Smith (i) received an initial annual base salary of $446,250 per year until March 19, 2024, upon which his base salary was be reduced to a rate of $357,000, which may be increased by the Compensation Committee from time to time, (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary, (iii) was eligible to receive a one-time bonus based on achievement of certain Company performance goals during fiscal year 2024, as established by the Compensation Committee, and (iv) was eligible to receive a bonus of up to $75,000 per year at the discretion of the Compensation Committee.

The Company was also be obligated to reimburse Mr.

Smith for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,200 per month) and his mobile phone.

Smith was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Smith Agreement further provides that upon the termination of Mr.

Smith by the Company without “cause” or by Mr.

Smith for “good reason” (each as defined the Prior Smith Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On August 10, 2022, Mr.

Robson entered into an employment agreement amendment with the Company.

Under the amendment, Mr.

Robson agreed to adjust his annual compensation, during the New Salary Period, to a base salary of $166,472 and a number of restricted stock units equal to $166,472 in shares of common stock based on a value per share equal to the closing price of the common stock on August 12, 2022 (rounded up to the nearest whole share - post reverse stock split) that will vest monthly at the end of each month over the course of the New Salary Period.

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The Compensation Committee also approved a 5% increases in base salary for Mr.

Robson, effective as of May 1, 2022, from $400,000 to $420,000.

On January 25, 2024, the Company entered into an amended and restated employment agreement with Mr.

Robson (the “Prior Robson Agreement”).

The Prior Robson Agreement was approved by the Compensation Committee and superseded any prior employment agreements or amendments with the Company.

The term of the Prior Robson Agreement commenced on the Effective Date and ended on March 18, 2025.

Pursuant to the Prior Robson Agreement, Mr.

Robson (i) received an initial annual base salary of $420,000 per year until March 19, 2024, upon which his base salary was be reduced to a rate of $336,000, which may be increased by the Compensation Committee from time to time, and (ii) was eligible to receive an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his base salary.

The Company was also be obligated to reimburse Mr.

Robson for the costs of his mobile phone.

Robson was also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Prior Robson Agreement further provides that upon the termination of Mr.

Robson by the Company without “cause” or by Mr.

Robson for “good reason” (each as defined the Prior Robson Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

On Mar ch 31, 2025, the Company entered into an amended and restated employment agreement with Mr.

Robson, deemed effective as of March 18, 2025 (the “Restated Robson Agreement”).

The Restated Robson Agreement was approved by the Compensation Committee and supersedes any prior employment agreements or amendments with the Company.

The term of the Restated Robson Agreement commences on the effective date of March 18, 2025, and ends on March 18, 2026.

Pursuant to the Restated Robson Agreement, Mr.

Robson will receive an initial annual base salary of $336,000, which shall be increased to $450,000 upon the earlier of (A) the date on which the Company receives an aggregate of $15.0 million in capital proceeds from financing transactions or (B) the date on which the Company achieves $15.0 million in revenue over a 12-month consecutive period, provided, that effective as of the occurrence of a “change of control”, the base salary shall be $320,000.

Robson is also eligible to receive (i) an annual bonus based on key performance indicators established by the Compensation Committee with a target equal to 100% of his then in effect base salary, and (ii) a bonus of up to $100,000 per year at the discretion of the Compensation Committee.

The Company will also be obligated to reimburse Mr.

Robson for the costs of his automobile lease (up to a maximum of $20,000 for the down payment and $1,500 per month) and his mobile phone.

Robson is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee.

The Restated Robson Agreement further provides that upon the termination of Mr.

Robson by the Company without “cause” or by Mr.

Robson for “good reason” (each as defined the Restated Robson Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period.

In the event Mr.

Robson is terminated by the Company without “cause” or by Mr.

Robson after a “change in control” (as defined in the Restated Robson Agreement) within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr.

Robson will be entitled to a lump sum payment equal to 36 months of his base salary.

401(k) Retirement Plan

For 2024 and 2023, the Company provided a tax-qualified Section 401(k) plan for all employees, including its named executive officers.

The Company did not provide a match for participants’ elective contributions to the 401(k) plan, nor did the Company provide to employees, including its named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans and nonqualified defined contribution plans.

Outstanding Equity Awards at Year End

The following table presents information regarding the outstanding stock options and restricted stock units held by the Company’s named executive officers at December 31, 2024.

Stock Option Grants Stock Awards

Name Number of

Unexercisable

($) Option Expriation Date Number of Shares or Units of Stock That Have Not Vested(4) Market Value of Shares of Units of Stock That Have Not Vested

Gregory Poilasne 186 (1) — (1) $ 508.00 6/30/2027 — $—

Gregory Poilasne 1,500 — (3) $ 5,480.00 3/23/2031 — $—

Gregory Poilasne 625 — (5) $ 64.00 12/31/2033 — $—

Ted Smith 53 (2) — $ 508.00 9/24/2025 — $—

Ted Smith 350 (2) — $ 508.00 6/30/2027 — $—

Ted Smith 266 (2) — (2) $ 2,788.00 8/10/2030 — $—

Ted Smith 875 — (3) $ 548.00 3/23/2031 — $—

Ted Smith 163 — (5) $ 6.40 12/31/2033 — $—

Robson 750 — (3) $ 5,480.00 3/23/2031 — $—

Robson 125 — (5) $ 64.00 12/31/2033 — $—

(1) Option vests monthly in equal installments over a five year period.

(2) Option vests as to 25% of the shares on the anniversary of the grant date and thereafter vests as to the remaining 75% of the shares monthly in equal installments over a three year period.

(3) The options vest as to 25% of the shares March 31, 2022 and thereafter vests in 12 equal quarterly installments during the following three years.

(4) The restricted stock will vest in three equal installments on the first, second and third anniversary of the grant date.

(5) Option vest 50% in December 2024.

The balance of 50% vest in December 2024 if certain performance targets are met.

Potential Payments upon Termination or Change in Control

As indicated above, each of Mr.

Poilasne, Mr.

Smith and Mr.

Robson is entitled to a severance payment if his employment is terminated under specified circumstances, including upon certain terminations in connection with a change in control of the Company.

In addition, the vesting of stock options and restricted stock units granted to the Company’s named executive officers under the Incentive Plan will be accelerated upon the occurrence of certain non-negotiated change of control transactions.

In the event of certain negotiated change of control transactions, the compensation committee or the Board may (i) accelerate the vesting of the stock options and restricted stock awards under the Incentive Plan, or (ii) require the executive to relinquish the stock options or restricted stock awards under the Incentive Plan to the Company upon the tender by the Company to the executive of cash in an amount equal to the repurchase value of such award.

Furthermore, in the event of a corporate transaction (as defined in the 2010 Plan), the administrator of the 2010 Plan may arrange for acceleration of the vesting of the awards and/or for the acquiring corporation to assume or continue the awards under the 2010 Plan.

Clawback Policy

We have adopted a compensation recovery policy that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Act.

DIRECTOR COMPENSATION

The Board has established, based upon the recommendation of the Compensation Committee, a compensation program for the non-employee members of the Board.

The compensation program is designed to align the directors’ compensation with the combined company’s business objectives and the creation of stockholder value.

The compensation committee and the Board expect to review non-employee director compensation periodically to ensure that such compensation remains competitive and enables the combined company to recruit and retain qualified directors.

Under the non-employee directors’ compensation program, each non-employee director will receive an annual cash retainer and will receive cash fees for serving as chair or as a member of the audit, compensation or nominating and corporate governance committees, as follows:

Annual Director Compensation Cash Retainer $40,000

Additional Annual Compensation for Chairperson of the Board $70,000

Additional Annual Compensation for Committee Chairs

Audit Committee $20,000

Compensation Committee $15,000

Nominating and Corporate Governance Committee $10,000

Additional Annual Compensation for Committee Members (Other than Chairs)

Audit Committee $10,000

Compensation Committee $7,500

Nominating and Corporate Governance Committee $5,000

The following table sets forth compensation earned during the year ended December 31, 2024 by each director who is not a named executive officer and served during the year ended December 31, 2024.

Name Earned (1)

Rashida La Lande (3)

$ 6,500 $ — $ 6,500

Montgomery $ 67,500 $ — $ 67,500

David Sherman $ 36,250 $ — $ 36,250

Angela Strand $ 34,417 $ — $ 34,417

____________________

(1) Represents annual director fees paid.

The director fees paid to each person listed are consistent with the director fees described herein above, including annual retainer and as a member and/or chair of a committee of the Board.

(2) The amounts reported under “Stock Awards” are the estimated grant date fair value of restricted stock units granted during the respective year, with such amount as determined under the ASC 718, with respect to accounting for stock-based compensation expense.

Such estimated fair value amounts do not necessarily correspond to the potential actual value realized of such awards.

The assumptions made in computing the estimated fair value of such awards are disclosed in note 13 to the Company’s consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

(3) Rashida La Lande resigned as a member of the Board effective January 19, 2024.

The following table presents information as of December 31, 2024 regarding the outstanding stock options held by each director who is not a named executive officer and who served during the year ended December 31, 2024.

Stock Option Grants Stock Awards

Number Number Number Market Value

Securities Securities Shares or Shares or

Underlying Underlying Stock Stock Units of Units of

Stock Stock Option Option Stock Stock

Options Options Exercise Expiration That Have That Have

Name Exercisable Unexercisable Price Date Not Vested Not Vested (2)

Montgomery — — $ — — — $ —

David Sherman — — $ — — — $ —

Angela Strand 27 — $ 3,484 1/20/2031 — $ —

____________________

(1) The market value is calculated as the number of not vested restricted units multiplied by the closing price of our common stock on December 31, 2024.

The market value amounts may not necessarily correspond to the potential actual value realized of such awards.

As compensation for consulting services prior to becoming a director, on August 11, 2020, Ms.

Strand received an option to purchase 27 shares (10,620 shares pre-stock split)) of the Company’s common stock at an exercise price of $3,484.00 per share (which had a grant date fair value of $56,842, as calculated using the Black-Scholes option pricing model).

The option vests in 48 equal monthly installments commencing on September 11, 2020 and ending on August 11, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of March 31, 2025, by:

• each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock;

• each of the Company’s executive officers and directors;

• all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all the Company’s common stock beneficially owned by them.

Name and Address of Beneficial Owner (1)

Amount and Nature of

Ownership Percentage of

Directors and Executive Officers

Gregory Poilasne (3)(5)

161,033 5.3 %

Ted Smith (4)(5)

David Robson (5)

Angela Strand (6)

David Sherman

All directors and executive officers (6 individuals) 180,601 5.9 %

5% Beneficial Holders

Anson Investments Master Fund LP and East Master Fund LP (7)

199,998 6.5 %

Bristol Investment Fund, Ltd.

306,498 9.9 %

Five Narrow Lane LP (9)

306,498 9.9 %

Rainforest Partners LLC (10)

306,498 9.9 %

The Hewlett Fund LP (11)

227,084 7.4 %

* Less than 1%.

(1) Unless otherwise indicated, the business address of each of the individuals is c/o Nuvve Holding Corp., 2488 Historic Decatur Rd., Suite 200, San Diego, California 92106.

(2) The percentage of beneficial ownership is calculated based on 3,068,049 shares of the Company’s common stock outstanding as of March 31, 2025 .

(3) The beneficial ownership of Mr.

Poilasne includes 2,312 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025;

2,500 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants held by Mr.

73,487 shares of Common Stock issuable pursuant to the conversion of the Notes held by Mr.

and up to 75,987 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Mr.

(4) The beneficial ownership of Mr.

Smith includes 1,710 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025.

(5) The beneficial ownership of Mr.

Robson includes 876 shares of the Company’s common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025.

(6) The beneficial ownership of Ms.

Strand includes 27 shares of common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days of March 31, 2025 .

(7) The beneficial ownership of Anson consist of 99,998 shares of common stock and 100,000 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Anson .

The business address of Anson is 181 Bay Street, #4200, Toronto, ON M5J2T3.

(8) The The number of shares of Common Stock beneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain outstanding warrants upon exercise thereof, as a result of the triggering of the 4.99% beneficial ownership limitation

provision in such securities, and shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Bristol (as defined below) beneficially owns:

(i) up to 69,355 shares of Common Stock issuable pursuant to the conversion of the Notes held by Bristol Investment Fund, Ltd.

(“Bristol Investment Fund”);

(ii) up to 226,945 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Bristol Investment Fund;

(iii) up to 30,000 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series A Warrants (“Series A Warrants”), and (iv) up to 30,000 shares of Common Stock issuable upon the exercise of outstanding and exercisable Series C Warrants (“Series C Warrants”).

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Bristol Investment Fund from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Bristol Investment Fund and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the 9.99% beneficial ownership limitation.

The exercise of each of the Series A Warrants and the Series C Warrants is subject to the holder holding less than 4.99% of the outstanding shares of Common Stock.

Bristol Investment Fund is a privately held fund that invests primarily in publicly traded companies through the purchase of securities in private placement and/or open market transactions.

Bristol Capital Advisors, LLC, an entity organized under the laws of the State of Delaware (“Bristol Capital Advisors”), is the investment advisor to Bristol Investment Fund.

Paul Kessler is manager of Bristol Capital Advisors and as such has voting and dispositive power over the securities held by Bristol Investment Fund.

Bristol Capital is a privately held limited liability company that engages from time to time in investing in publicly traded companies through the purchase of securities in private placement and/or open market transactions.

Paul Kessler is the sole manager of Bristol Capital and therefore has voting and dispositive power over the securities held by Bristol Capital.

Based on information available to the Company.

The address for Bristol is 1090 Center Drive, Park City, UT 84098.

beneficial ownership of Bristol Investment Fund consist of 300,000 shares of common stock .

The business address of Bristol Investment is Amy Wang, Esq., General Counsel & Chief Operations Officer, Bristol Capital Advisors, LLC, 555 Marin Street, Suite 140, Thousand Oaks, CA 91360.

(9) The number of shares of Common Stock b eneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Five Narrow Lane beneficially owns:

(i) up to 121,098 shares of Common Stock issuable pursuant to the conversion of the Notes held by Five Narrow Lane, and (ii) up to 289,908 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Five Narrow Lane.

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Five Narrow Lane from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Five Narrow Lane and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the beneficial ownership limitation.

The address of Five Narrow Lane is 510 Madison Avenue, Suite 1400, New York, NY 10022.

(10) The number of shares of Common Stock b eneficially owned excludes shares of Common Stock issuable pursuant to all or a portion of certain convertible promissory notes and outstanding warrants upon conversion or exercise thereof, respectively, as a result of the triggering of the 9.99% beneficial ownership limitation provision in such securities.

Rainforest Partners beneficially owns:

(i) up to 69,355 shares of Common Stock issuable pursuant to the conversion of the Notes held by Rainforest Partners LLC, and (ii) up to 163,303 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Rainforest Partners LLC.

The Notes and the Warrants are each subject to a beneficial ownership limitation of 9.99%, which such limitation restricts Rainforest Partners LLC from converting or exercising, as applicable, that portion of the Notes and the Warrants that would result in Rainforest Partners LLC and its affiliates owning, after conversion or exercise, as applicable, a number of shares of Common Stock in excess of the beneficial ownership limitation.

Based on information available to the Company, Mark Weinberger is the managing member of Rainforest Partners LLC, and has sole voting and investment power over the securities held by Rainforest Partners LLC.

The address for Rain Forest Partners LLC is 850 East 26th Street, Brooklyn, NY 11210.

(11) The beneficial ownership of The Hewlett Fund LP consists of 199,478 shares of common stock and up to 27,606 shares of Common Stock issuable pursuant to the conversion of the Notes held by The Hewlett Fund LP.

Based on information available to the Company.

Martin Chopp has voting and investment control over the securities held by The Hewlett Fund LP.

Based on information available to the Company.

The address for The Hewlett Fund LP is 100 Merrick Road, Suite 400W, Rockville Centre, NY 11570.

EQUITY COMPENSATION PLANS

As of December 31, 2024, the Company had the following compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance:

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

4,753 $ 3,875 55,398

Equity compensation plans not approved by security holders (2)

Total 6,669 55,398

____________________

(1) Includes outstanding options and the number of securities remaining available for future issuance under the Incentive 2020 Plan.

(2) Includes outstanding options under the 2010 Plan.

No further awards may be granted under the 2010 Plan.

Certain Relationships and Related Transactions, and Director Independence

The following includes a summary of transactions since January 1, 2023 and any currently proposed transactions, to which we were or are to be a participant, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under Item 11 of Part III of this Annual Report.

We also describe below certain other transactions with our directors, executive officers and stockholders.

Intellectual Property Acquisition and Research Activities

On November 7, 2017, the Company entered into an IP acquisition agreement with the University of Delaware, a beneficial owner of less than 5% of the outstanding the Company common stock.

Pursuant to the IP acquisition agreement, the University of Delaware assigned to the Company certain of the key patents underlying its V2G technology.

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

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

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

In the event the University of Delaware notifies the Company of a third party’s interest in a region in which the patents are valid, and the Company does not within 60 days inform the university that either it intends to address the region pursuant to a commercially reasonable development plan or it intends to enter into a license agreement with an identified third party, the Company will be deemed to have granted to the University of Delaware an exclusive sublicensable license to the patents in the unaddressed region.

In addition, on September 1, 2016, the Company entered into a research agreement with the University of Delaware, whereby the university performs research activity as specified annually by the Company.

Under the terms of the agreement, the Company pays a minimum of $400,000 annually in equal quarterly installments.

For of the years ended December 31, 2024 and 2023, $124,000 and $266,667, respectively, were paid under the research agreement.

On August 16, 2024, we formed Deep Impact 1 LLC, a Delaware limited liability company (“Deep Impact”), with Nuvve CPO Inc., our wholly owned subsidiary (“Nuvve CPO”), and WISE EV-LLC (“WISE”).

We hold a 51% equity interest by way of Nuvve CPO, and WISE holds a 49% equity interest.

Deep Impact is an entity formed for the principal purpose of operation, installation, maintenance of electric vehicle chargers and other related activities and services created as a business venture between us, Nuvve CPO and WISE.

Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of our customers charging station networks.

In connection with Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the “Contribution Agreement”), pursuant to which Nuvve CPO and WISE agreed to contribute $51 and $49, respectively, to Deep Impact, and to provide certain services pursuant to separate services agreements with Deep Impact.

For such contributions and the services, Nuvve CPO received 51 membership units in Deep Impact, equal to a 51% equity interest, and WISE received 49 membership units in Deep Impact, equal to a 49% equity interest.

As described in Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $1,500,000, to further support project costs in exchange for their investment into Deep Impact.

Each Promissory Note was issued with an original principal amount of $750,000.

As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have funded $610,500 and $230,000, respectively, of the Promissory Notes.

Promissory Notes;

Note and Warrant Participation

As described in Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, on August 27, 2024, the Company issued Promissory Notes with a conversion option to each of Gregory Poilasne and David Robson, the

Chief Executive Officer and Chief Financial Officer of the Company, in exchange for an aggregate principal amount of $500,000.

Each Promissory Note was issued with an original principal amount of $250,000.

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 20 to the Consolidated Financial Statements included in this Annual Report on Form 10-K) for a total amount repaid of $523,097 .

As described in Note 11 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, in October 2024, the Company issued senior convertible notes with a conversion option to certain investors, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $250,000, and a Warrant to purchase 73,487 sha res of Common Stock.

Other Obligations

During the year ended December 31, 2024, the Company recognized re venue of $159,629 from an entity that is an investor of the Company .

During the year ended December 31, 2023, the Company recognized revenue of $192,413 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, 2024 and December 31, 2023, from the same entity that is an investor in the Company.

The Company accounts for its 5% equity ownership in Dreev as an investment in equity securities without a readily determinable fair value subject to impairment.

The Company has a consulting services agreement with Dreev related to software development and operations.

The consulting services were zero and $43,399 fo r the years ended December 31, 2024 and December 31, 2023, respectively.

Indemnification Agreements

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law.

In addition, we have entered into indemnification agreements with all of our directors and named executive officers.

These indemnification agreements may require us, among other things, to indemnify each such director or executive officer for some expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers.

Policies and Procedures for Related Party Transactions

The Company’s written related party transaction policy requires the Company’s directors, nominees for director, officers, employees and 5% stockholders, and their immediate family members, to avoid, wherever possible, all related party transactions.

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

In addition, the Company’s written code of ethics requires the Company’s directors, officers and employees to avoid conflicts of interest.

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

The Company’s audit committee, pursuant to its written charter and related party transaction policy, is responsible for reviewing and approving related-party transactions to the extent the Company enters into such transactions.

All ongoing and future transactions between the Company and any of its officers and directors or their respective affiliates shall be approved only if such transactions are on terms believed by the audit committee to be no less favorable to the Company than are available from unaffiliated third parties and such transaction does not constitute a conflict of interest.

The audit committee, in its sole discretion, may impose such conditions as it deems appropriate on the Company or the related party in connection with the approval of the related party transaction.

Upon approval by the audit committee, the related party transaction and any conditions thereon will be presented to the Board for approval by a majority of its disinterested independent members.

Prior to entering into the proposed transaction, related parties are required to notify the Company’s Chief Financial Officer of the facts and circumstances of the proposed transaction.

Additionally, the Company requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Director Independence

We utilize the Nasdaq listing rules in determining whether a director is independent.

The Nasdaq rules generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Poilasne and Smith are not considered to be independent due to their respective roles as executive officers of the Company.

The Board has determined that each of Mr.

Montgomery, Mr.

Sherman and Ms.

Strand qualifies as an independent director, and that the Board currently consists of a majority of independent directors, as such term is defined under the Nasdaq rules.

In making this determination, our Board considered the current and prior relationships, as applicable, that each of Mr.

Montgomery, Mr.

Sherman and Ms.

Strand has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including their beneficial ownership of our capital stock.

In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, the compensation committee, and the nominating and corporate governance committee, as discussed below.

Principal Accounting Fees and Services

The following table sets forth the fees billed for or in the years ended December 31, 2024 and 2023 by Deloitte & Touche LLP.

Year Ended December 31,

Deloitte & Touche LLP

Audit Fees (1)

$ 989,292 $ 1,256,908

Audit-Related Fees (2)

All Other Fees 1,895 1,895

Total Fees $ 991,187 $ 1,258,803

____________________

(1) Audit fees consist of fees billed for professional services by the accounting firm for audits and quarterly reviews of financial statements during the years ended December 31, 2024 and 2023 and for services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, including the review of and issuance of consents in connection with registration statement filings with the SEC.

(2) Audit related fees represent the aggregate fees billed for assurance and related professional services rendered by the accounting firm that are reasonably related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.”

(3) Tax fees represent the aggregate fees billed for professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning services.

The aggregate fees included in Audit Fees are those billed for the fiscal year.

The aggregate fees included in the Audit-Related Fees and Tax Fees are those fees billed in the fiscal year.

Pre-Approval Policies and Procedures

The audit committee of the Board has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of the Company’s independent auditor.

The Company may not engage its independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render service is entered into pursuant to the audit committee’s pre-approval policies and procedures.

All accountant services and fees noted above were either approved in advance by the audit committee or rendered pursuant to such pre-approval policies and procedures.

Auditor Name:

24 unchanged sentences

8-K 3.1 1/22/2024

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation

8-K 3.1 9/17/2024

3.4 Second Amended and Restated Bylaw of Nuvve Holding Corp.

30 unchanged sentences

S-1/A 4.14 1/26/2024

4.15 Form of Convertible Note , dated October 31, 2024

8-K 4.1 11/01/2024

4.16 Form of Warran t, dated October 31, 2024

8-K 4.2 11/01/2024

4.17 Form of Convertible Note, dated March 5, 2025

8-K 4.1 3/11/2025

4.18 Form of Warrant, dated March 5, 2025

8-K 4.2 3/11/2025

10.1 Amended and Restated Registration Rights Agreement

16 unchanged sentences

S-4 10.17 2/4/2021

Incorporation by Reference

Description Form Exhibit No.

10.10 Warrant Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP.

4 unchanged sentences

8-K 10.3 5/17/2021

Incorporation by Reference

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.

11 unchanged sentences

8-K/A 10.5 8/8/2021

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

Nuvve Holding Corp.

Amended and Restated 2020 Equity Incentive Plan

8-k 10.1 6/5/2023

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

10.19# Settlement and Release Agreement, dated February 2, 2024, between the Company and Rhombus Energy Solutions .

10-K 10.28 3/29/2024

10.20 At The Market Offering Agreement, dated January 31, 2023, by and between Nuvve Holding Corp.

and Craig-Hallum Capital Group LLC.

Master Services Agreement, dated May 14, 2024, by and between the Company and the Board of Fresno Economic Opportunities Commission.

10-Q 10.1 8/14/2024

10.21 Subordinated Business Loan and Security Agreement, dated August 9, 2024, by and among Nuvve Holding Corp.

as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agent.

10-Q 10.2 8/14/2024

10.22 Form of Securities Purchase Agreement, dated October 31, 2024

8-K/A 10.1 12/20/2024

10.23 Form of Registration Rights Agreemen t, dated October 31, 2024

8-K 10.2 11/01/2024

10.21 Form of Subscription Agreement between the Company and the Purchaser, dated February 17, 2023.

10.24 First Amendment to Securities Purchase Agreement, dated as of January 14, 2025

8-K 10.1 1/15/2025

10.22 Nuvve Holding Corp.

Amended and Restated 2020 Equity Incentive Plan

10.25 Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025

8-K 10.1 2/4/2025

10.23 At The Market Offering Agreement, dated January 31, 2023, by and between Nuvve Holding Corp.

and Craig-Hallum Capital Group LLC.

10.26 Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025

8-K 10.1 2/5/2025

10.24 Form of Subscription Agreement between the Company and the Purchaser, dated February 17, 2023.

10.27 Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025

8-K 10.1 2/7/2025

10.25 Form of Securities Purchase Agreement between the Company and the Purchaser, dated April 14, 2023.

10.28 Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025

8-K 10.1 3/3/2025

10.26 Form of Securities Purchase Agreement between the Company and the Purchaser, dated June 5, 2023 .

10.29 Subordinated Business Loan and Security Agreement, dated August 9, 2024, by and among Nuvve Holding Corp.

as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agent.

10-Q 10.2 8/14/2024

10.30 Subordinated Business Loan and Security Agreement, dated November 27, 2024, by and among Nuvve Holding Corp.

as borrower, Agile Lending, LLC, as Lender, and Agile Capital Funding, LLC, as collateral agen t.

8-K 10.1 12/04/2024

10.27 Form of Securities Purchase Agreement between the Company and the Purchasers named therein, dated October 25, 2023.

10.31 Form of Convertible Promissory Note dated August 16, 2024

10-Q 10.4 11/13/2024

10.32 Contribution and Unit Purchase Agreement entered as of August 16, 2024, by and among Nuvve CPO Inc., a Delaware corporation and wholly-owned subsidiary of Nuvve Holding Corp., a Delaware corporation, and WISE-EV LLC, or its designee, and Deep Impact 1 LLC, a Delaware limited liability company.

10-Q 10.5 11/13/2024

10.33 Form of Convertible Promissory Note dated August 27, 2024

8-K 10.1 8/29/2024

10.28# Settlement and Release Agreement, dated February 2, 2024, between the Company and Rhombus Energy Solutions.

10.34 Convertible Promissory Note, dated December 31, 2024

8-K 4.1 1/7/2025

10.35 Common Stock Purchase Warrants, dated December 31, 2024

8-K 4.1 1/7/2025

10.36 Securities Purchase Agreement, dated December 31, 2024, between the Company and the Investor

8-K 10.1 1/7/2025

10.37 Registration Rights Agreement, dated December 31, 2024, between the Company and the Investor

8-K 10.2 1/7/2025

10.38# Termination Agreement, dated January 24, 2025, between Nuvve Holding Corp.

and Switch EV Ltd.

8-K 10.1 1/30/2025

10.39 Form of Securities Purchase Agreement, dated as of February 4, 2025

8-K 10.2 2/5/2025

10.40 Task Order Agreement entered into as of February 4, 2025, by and among Nuvve Holding Corp., Resource Innovations and ComEd

8-K 10.1 2/5/2025

10.41# Form of Securities Purchase Agreement, dated as of February 7, 2025

8-K 10.2 2/7/2025

10.42+ Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and Gregory Poilasne

10.43+ Amended and Restated Employment Agreement, dated March 31, 2025, by and between the Company and David Robson

19.1 Insider Trading Policy and Procedures

21.1 List of Subsidiaries of Nuvve Holding Corp

1 unchanged sentence

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

Incorporation by Reference

Description Form Exhibit No.

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

3 unchanged sentences

Compensation Clawback Policy

10-K 97.1 3/29/2024

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.

7 unchanged sentences

* Filed herewith.

+ Indicates management contract or compensatory plan.

Furnished herewith.

34 unchanged sentences

We have audited the accompanying consolidated balance sheets of Nuvve Holding Corp.

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").

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.

and subsidiaries (the "Company") as of December 31, 2024 and December 31, 2023 , 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, 2024 , and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations, has debt maturing within 12 months from issuance of the financial statements, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

36 unchanged sentences

Right-of-use operating lease assets 4,493,360 4,839,526

Deferred costs - noncurrent 564,558 521,994

Financing receivables — 288,872

1 unchanged sentence

Total Assets $ 16,797,812 $ 20,950,506

Liabilities, Mezzanine Equity and Stockholders’ Equity

Liabilities and Equity

Current Liabilities

1 unchanged sentence

Accrued expenses 3,393,205 4,632,101

Deferred revenue 1,030,056 1,221,497

Deferred revenue - current 506,496 697,105

Debt -term loan 1,609,928 —

Due to related party - promissory notes - current 562,241 —

Convertible notes - current 2,475,162 —

Operating lease liabilities - current 914,800 856,250

2 unchanged sentences

Operating lease liabilities - noncurrent 4,254,173 4,646,383

Warrants liability 4,621 220,884

Deferred revenue - noncurrent 771,747 332,951

Due to related party - promissory notes - noncurrent 840,500 —

Warrants/investment rights liability 699,087 4,621

Derivative liability - non-controlling redeemable preferred shares — 309,728

3 unchanged sentences

Mezzanine equity

Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at December 31, 2023 and December 31, 2022;

Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and 3,138 shares issued and outstanding at December 31, 2023;

aggregate liquidation preference of $ 0 and $ 3,750,201 at December 31, 2024 and December 31, 2023, respectively.

4,193,629 3,547,765

Class D Incentive units, zero par value, 1,000,000 units authorized, 0 and 50,000 units issued and outstanding at December 31, 2024 and December 31, 2023, respectively.

216,229 445,479

Stockholders’ Equity

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized;

zero shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

0 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

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

904,949 issued and 903,269 outstanding at December 31, 2024;

124,659 shares issued and outstanding at December 31, 2023.

Treasury stock, at cost, 1,680 shares outstanding at December 31, 2024;

0 shares outstanding at December 31, 2023.

Additional paid-in capital 164,285,336 155,615,962

4 unchanged sentences

Non-controlling interests ( 28,809 ) ( 4,894,101 )

Total Stockholders’ Equity 2,580,605 23,245,400

Total Liabilities, Mezzanine equity and Stockholders’ Equity $ 20,950,506 $ 41,199,590

Total Stockholders’ (Deficit) Equity ( 1,289,647 ) 2,580,605

Total (deficit) equity ( 1,289,647 ) 6,990,463

Total Liabilities and Equity $ 16,797,812 $ 20,950,506

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

14 unchanged sentences

Operating loss ( 20,460,431 ) ( 32,105,275 )

Interest income, net 108,182 134,579

Change in fair value of warrants liability 216,263 11,986,462

Interest (expense) income, net ( 767,373 ) 108,182

Change in fair value of convertible notes 444,656 —

Change in fair value of warrants/investment rights liability 3,662,370 216,263

Change in fair value of derivative liability ( 3,626 ) 49,497

20 unchanged sentences

Net loss $ ( 17,426,412 ) $ ( 31,296,787 )

Other comprehensive income (loss), net of taxes

Other comprehensive (loss) income, net of taxes

Foreign currency translation adjustments, net of taxes ( 47,182 ) 17,494

11 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Additional

Common Stock Treasury Stock Additional

Capital Accumulated Other

2 unchanged sentences

Deficit Non-controlling Interests Total

Shares Amount

Shares Amount Shares Amount

Balances December 31, 2022 60,680 2,427 — — 144,073,505 76,182 ( 116,956,528 ) ( 3,950,186 ) 23,245,400

1 unchanged sentence

Share-based compensation — — — — 4,459,102 — — — 4,459,102

Proceeds from forward option put exercise 3,362 13 1,994,059 — — — 1,994,072

Proceeds from common stock offering, net of offering costs 3,780 150 — — 884,436 — — — 884,586

6 unchanged sentences

Balances December 31, 2023 124,659 5,927 — — 155,615,962 93,676 ( 148,240,859 ) ( 4,894,101 ) 2,580,605

Common stock reverse split - rounding 192,222 — — — — — — — —

Exercise of stock options and vesting of restricted stock units 18,078 19 — — ( 19 ) — — — —

1 unchanged sentence

Proceeds from common stock offering, net of offering costs 303,500 304 — — 5,029,118 — — — 5,029,422

Issuance of Pre-funded Warrants 176,490 123 — — ( 15 ) — — — 108

Proceeds from Direct Offering, net of offering costs — — — — — — — — —

Purchase of treasury stock ( 1,680 ) — 1,680 $ — — — — — —

Accretion on redeemable non-controlling interests preferred shares — — — — — — — — —

2 unchanged sentences

Currency translation adjustment — — — — — ( 47,182 ) — — ( 47,182 )

Cancellation of non-controlling interests — — — — 481,220 — 39,386 4,894,101 5,414,707

Net loss — — — — — — ( 17,397,603 ) ( 28,809 ) ( 17,426,412 )

11 unchanged sentences

Change in fair value of warrants liability ( 3,263,697 ) ( 216,263 )

Change in fair value of convertible notes ( 444,656 ) —

Change in fair value of derivative liability 3,626 ( 49,497 )

Loss on warrants issuance 305,065 —

Loss on disposal of asset — 862

Gains on the from the sale of investments securities ( 325,155 ) —

Amortization of discount on debt and promissory notes 87,222 —

Gains from the sale of investments securities — ( 325,155 )

Noncash lease expense 357,118 476,208

9 unchanged sentences

Purchase of property and equipment ( 45,395 ) ( 188,433 )

Investments in equity securities — ( 1,000,000 )

Proceeds from sale of investments in equity securities — 1,325,155

1 unchanged sentence

Financing activities

Proceeds from debt and promissory notes obligations, net of issuance costs 6,470,500 —

Repayment of debt and promissory notes obligations ( 654,655 ) —

Payment of finance lease obligations ( 10,074 ) ( 8,140 )

Proceeds from forward option put exercise — 1,994,073

Proceeds from exercise of pre-funded warrants related to Direct Offering — 185

Proceeds from exercise of warrants 155,060 —

Proceeds from Direct Offering of common stock, net of offering costs — 4,986,300

Proceeds from common stock offering, net of offering costs 8,502,086 884,586

Proceeds from exercise of stock options — 245,748

Net cash provided by financing activities 14,462,917 5,862,746

Effect of exchange rate on cash ( 6,351 ) 35,624

Net increase (decrease) in cash and restricted cash ( 14,219,236 ) ( 16,506,624 )

Net decrease in cash and restricted cash ( 1,323,163 ) ( 14,219,236 )

Cash and restricted cash at beginning of year 2,014,660 16,233,896

2 unchanged sentences

Supplemental Disclosure of cash information:

Cash paid for interest $ 563,345 $ —

Cash paid for income taxes $ 1,600 $ —

9 unchanged sentences

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.

The Company owns 100 % of Nuvve Corporation, a Delaware corporation headquartered in San Diego, California (“Nuvve Corp.”), which was founded on October 18, 2010, to develop and commercialize Vehicle to Grid ("V2G") technology.

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

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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.

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.

The reverse stock split is also applicable to the Company’s outstanding warrants, stock options and restricted stock units.

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.

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.

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.

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.

The January 2024 Reverse Stock Split is already reflected in the year ended December 31, 2023 consolidated financial statement balances.

Additionally, at the Company’s Annual Meeting of Stockholders held on September 9, 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-10.

The Board approved a 1-for-10 reverse split ratio, and on September 16, 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 September 17, 2024 (the “September 2024 Reverse Stock Split” and together with the January 2024 Reverse Stock Split, the “Reverse Stock Splits”).

The Reverse Stock Splits were also applicable to the Company’s outstanding warrants, stock options and restricted stock units.

The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the Reverse Stock Spli ts.

The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

The Re verse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock.

Nuvve has two wholly owned subsidiaries, Nuvve Corp.

and Nuvve Pennsylvania LLC.

and Nuvve CPO Inc.

has four wholly owned subsidiaries:

(1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom.

Nuvve Norway, a company registered in Norway is a branch of Nuvve Denmark.

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

Levo is a consolidated entity of the Company.

Please see Note 2 for the principles of consolidation.

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

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.

For a fixed monthly payment with no upfront cost, Levo will provide the EVs,

(1) Nuvve Denmark ApS, (“Nuvve Denmark”), a company registered in Denmark, (2) Nuvve SaS, a company registered in France as a branch of Nuvve Corp, (3) Nuvve KK (Nuvve Japan), a company registered in Japan, and (4) Nuvve LTD, a company registered in United Kingdom.

Nuvve CPO Inc., or Nuvve Charge Point Operator, was established in August 2024 to support the deployment and ongoing support of the Company's customers charging station networks.

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

Stonepeak and Evolve conditional capital contribution commitments expired on August 4, 2024.

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

such as electric school buses, charging infrastructure powered by Nuvve’s V2G platform, EV and charging station maintenance, energy management, and technical advice.

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.

On October 15, 2024 (the “Closing Date” or “Closing”), the Company, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement (the “Sale Agreement”), pursuant to which Stonepeak and Evolve sold their combined 49 % membership interest in Levo to the Company for a de minimis price.

As a result of the Closing, the Company became the 100 % owner of Levo.

On December 13, 2024, the Company dissolved Levo as an entity.

Levo was a consolidated entity of the Company.

Please see Note 2 for the principles of consolidation.

On August 16, 2024, the Company, Nuvve CPO, and WISE EV-LLC (“WISE”), entered into the definitive agreements to form Deep Impact 1 LLC, a Delaware limited liability company (“Deep Impact”) in which the Company holds a 51 % equity interest by way of Nuvve CPO, and in which WISE holds a 49 % equity interest.

In connection with the Deep Impact, Nuvve CPO, WISE and Deep Impact entered into a Contribution and Unit Purchase Agreement (the “Contribution Agreement”), pursuant to which Nuvve CPO and WISE agreed to contribute $ 51 and $ 49 , respectively to the Deep Impact, and to provide certain services pursuant to separate services agreements to Deep Impact.

For such contributions and the services, Nuvve CPO received 51 membership units in Deep Impact, equal to a 51 % equity interest, and WISE received 49 membership units in Deep Impact, equal to a 49 % equity interest.

Deep Impact had limited business operations during the year ended December 31, 2024.

NUVVE HOLDING CORP.

9 unchanged sentences

During the years ended December 31, 2024 and December 31, 2023 , the Company incurred an operating loss of $ 20.5 million and $ 32.1 million, respectively, and used $ 15.7 million and $ 21.3 million, respectively, of cash in operations.

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 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 and to repay its $ 0.9 million of debt due within a year after these financial statements are issued.

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.

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.

Management plans to fund current operations and satisfy its other obligations through increased revenues and raising additional capital.

Management's expectations with respect to the Company’s ability to fund current operations and its other obligations 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.

10 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.

The Company formed Levo with Stonepeak and Evolve, in which the Company owns 51 % of Levo's common units.

The Company has determined that Levo is a VIE in which the Company is the primary beneficiary.

Accordingly, the Company consolidates Levo and records a non-controlling interest for the share of the entity owned by Stonepeak and Evolve.

The Company formed Deep Impact with Nuvve CPO and WISE, in which the Company owns 51 % of Deep Impact's common units.

The Company has determined that Deep Impact is a VIE in which the Company is the primary beneficiary.

Accordingly, the Company consolidates Deep Impact and records a non-controlling interest for the share of the entity owned by WISE.

The Company formed Levo with Stonepeak and Evolve, in which the Company owned 51 % of Levo's common units.

The Company had determined that Levo was a VIE in which the Company was the primary beneficiary.

Accordingly, the Company consolidated Levo and recorded a non-controlling interest for the share of the entity owned by Stonepeak and Evolve.

On October 15, 2024, the Company, Stonepeak, and Evolve entered into a Limited Liability Company Interest Sale Agreement, pursuant to which Stonepeak and Evolve sold their combined 49 % membership interest in Levo to the Company for a de minimis price.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

On December 13, 2024, the Company dissolved Levo as an entity.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Assets and Liabilities of Consolidated VIEs

3 unchanged sentences

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:

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the carrying amounts of VIE's assets and liabilities included in the Company’s consolidated balance sheets:

December 31, 2024 December 31, 2023

Cash $ 10,404 $ 27,337

Intercompany loan receivable $ 930,019 $ —

Prepaid expenses and other current assets 52,190 1,363

Total Assets $ 992,613 $ 28,700

Accounts payable $ 8,380 $ 8,165

Accounts payable and other liabilities $ 166,681 $ 8,380

Promissory notes $ 884,676 —

Accrued expenses and dividend payable — $ 620,421

2 unchanged sentences

Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who own 49 % of Levo common units.

The preferred stock is not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement.

Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who owned 49 % of Levo common units.

The preferred stock was not mandatorily redeemable or currently redeemable, but it could be redeemable with the passage of time at the election of Levo, the preferred shareholders or a trigger event as defined in the preferred stock agreement.

As a result of the contingent put right available to the preferred shareholders, the redeemable non-controlling interests in Levo are classified as mezzanine equity in the Company’s consolidated balance sheets as mezzanine equity.

4 unchanged sentences

See Note 19 for details.

In connection with, and pursuant to Stonepeak and Evolve sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

As result, the redeemable non-controlling interest, the redeemable preferred stock, including the accumulated unpaid accrued preferred dividends, were cancelled during year ended December 31, 2024.

(d) Non-controlling interests

6 unchanged sentences

Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company on October 15, 2024, the Company became the 100 % owner of Levo.

As result, the Class D Incentive Units were cancelled.

(f) Emerging Growth Company

4 unchanged sentences

This different adoption timing may make a comparison of the Company’s financial statements with another public company which is neither an EGC nor an EGC that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(g) Use of Estimates

21 unchanged sentences

Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(j) Cash and Restricted Cash

2 unchanged sentences

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.

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 .

The total amount securing the letter of credit and recorded as restricted cash as of December 31, 2024 and December 31, 2023 was $ 320,000 and $ 480,000 , respectively.

(k) Accounts Receivable

4 unchanged sentences

See Note 7 for details.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(l) Concentrations of Credit Risk

1 unchanged sentence

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

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

For the years ended December 31, 2024 and 2023, three customers accounted for 33.2 %, and three customers accounted for 30.3 % of total revenue, respectively.

During the years ended December 31, 2024 and 2023, the Company's top five customers accounted for approximately 42.3 % and 38.9 %, respectively, o f the Company’s total revenue.

9 unchanged sentences

Net realizable value is based on current selling prices less costs of disposal.

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.

At December 31, 2024, and December 31, 2023, the Company’s inventories consisted solely of finished goods, components parts and carbon credits.

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.

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No significant residual value is estimated for intangible assets.

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(p) Impairment of Long-Lived Assets

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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.

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In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”).

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(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 Company’s basic and diluted 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 15 ).

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(u) Revenue Recognition

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• Recognition of revenue when, or as, the Company satisfies a performance obligation.

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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.

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If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price.

The Company applies judgment in evaluating factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment.

The Company applies judgment in evaluating factors such as the scientific, regulatory,

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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.

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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.

The Company occasionally enters into agreements with third parties that include payment of management fees for services such as project design, planning, and management.

Revenue on such agreements are recognized based on pre-agreed fees schedule on the performance obligations.

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.

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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.

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Cost of revenue does not include depreciation and amortization costs.

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(w) Contract Costs

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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.

After consideration of positive and negative evidence, if the Company determines that it is not

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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.

After consideration of positive and negative evidence, if the Company determines that it is not 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.

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The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

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(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”).

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.

The Company adopted the guidance effective beginning January 1, 2023.

The adoption of the guidance did not have a material impact on its consolidated financial statements.

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(ac) Recently issued accounting pronouncements not yet adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

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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.

ASU 2023-07 is effective for the fiscal year ending December 31, 2024.

ASU 2023-07 is effective for the fiscal year ended December 31, 2024.

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

The Company adopted the guidance effective for the fiscal year ended December 31, 2024.

The adoption of the guidance did not have a material impact on the consolidated financial statements.

See Note 20 for disclosure.

(ac) Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

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The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses .

ASU 2024-03 requires a public business entity ("PBE") to disclose, on an annual and interim basis, additional information about certain costs and expenses in the notes to financial statements.

Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption.

Within the same tabular disclosure, a PBE is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S.

Additionally, a PBE is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

The guidance also requires a PBE to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.

Effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

NUVVE HOLDING CORP.

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Total revenue $ 5,286,229 $ 8,332,162

__________________

(1) Amount includes $ 848,929 of management fees earned related to Fresno EV infrastructure project management.

The aggregate amount of revenue for the Company’s existing contracts with customers as of December 31, 2024 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):

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(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.

Of this amount, $ 320,988 was recorded within accounts receivable in the consolidated balance sheet as the Company expects to collect it in the short term.

The remaining $ 288,872 represents the discounted amount for the equipment that will be collected over the life of the contract, adjusted for the estimated effect of a significant financing component.

This amount is a long-term financing receivable recorded in the consolidated balance sheet.

The Company operates in a single business segment, which is the EV V2G Charging segment.

The following table summarizes the Company’s revenues by geography:

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$ 5,286,229 $ 8,332,162

The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations:

2023 December 31,

United States $ 1,741,009 $ 1,795,267

United Kingdom 2,894 1,335

Denmark $ 224,564 $ 181,982

$ 1,968,467 $ 1,978,584

NUVVE HOLDING CORP.

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Recurring fair value measurements

Private warrants $ — $ — $ — $ — $ 2,000

Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ —

Institutional/Accredited Investor Warrants $ — $ — $ 4,621 $ 4,621 $ 214,263

Private warrants - February 2020 $ — $ — $ — $ — $ —

2022 July Institutional/Accredited Investor Warrants $ — $ — $ — $ — $ 4,621

2024 February Institutional/Accredited Investor Warrants $ — $ — $ 291,566 $ 291,566 $ 3,500,751

2024 October Institutional/Accredited Investor Warrants $ — $ — $ 292,234 $ 292,234 $ 143,277

Senior Convertible Notes - October 2024 $ — $ — $ 2,475,162 $ 2,475,162 $ 444,656

Additional Investment Rights - October 2024 $ — $ — $ 5,950 $ 5,950 $ 13,721

2024 December Institutional/Accredited Investor Warrants $ — $ — $ 109,337 $ 109,337 $ —

Derivative liability - non-controlling redeemable preferred shares $ — $ — $ — $ — $ ( 3,626 )

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Recurring fair value measurements

Private warrants $ — $ — $ 2,000 $ 2,000 $ 864,000

Stonepeak and Evolve unvested warrants $ — $ — $ — $ — $ 8,677,000

Institutional/Accredited Investor Warrants $ — $ — $ 218,884 $ 218,884 $ 2,445,462

Private warrants - February 2020 $ — $ — $ — $ — $ 2,000

2022 July Institutional/Accredited Investor Warrants $ — $ — $ 4,621 $ 4,621 $ 214,263

Derivative liability - non-controlling redeemable preferred shares $ — $ — $ 309,728 $ 309,728 $ 49,497

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The following is a reconciliation of the opening and closing balances for the liabilities related to the private warrants ( Note 12 ) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2024:

Private Warrants Stonepeak and Evolve unvested warrants Institutional/Accredited Investor Warrants Non-controlling redeemable preferred shares - derivative liability

Private Warrants - February 2020 2022 July Institutional/Accredited Investor Warrants 2024 February Institutional/Accredited Investor Warrants 2024 October Institutional/Accredited Investor Warrants Senior Convertible Notes - October 2024 Additional Investment Rights - October 2024 2024 December Institutional/Accredited Investor Warrants Non-controlling redeemable preferred shares - derivative liability

Balance at December 31, 2023 $ — $ 4,621 $ — $ — $ — $ — $ — $ 309,728

Initial fair value — — 3,792,317 435,511 2,919,818 19,671 109,337 —

Cancelled - non-controlling redeemable preferred shares — — — — — — — ( 313,354 )

Total (gains) losses for period included in earnings — ( 4,621 ) ( 3,500,751 ) ( 143,277 ) ( 444,656 ) ( 13,721 ) 3,626

2 unchanged sentences

term of 2.2 years, risk free rate of 4.18 %, no dividends, volatility of 60.0 %, and strike price of $ 4,600.00 .

The fair value of the level 3 Private Warrants was estimated at December 31, 2022 using the Black-Scholes model which used the following inputs:

term of 3.2 years, risk free rate of 4.2 %, no dividends, volatility of 67.0 %, and strike price of $ 460.00 .

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:

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 .

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:

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the level 3 derivative liability - non-controlling redeemable preferred shares are estimated at December 31, 2023 using the M onte Carlo Simulation model which used the following inputs:

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 %.

The fair value of the level 3 2022 July Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs:

term of 3.0 years, risk free rate of 4.47 %, no dividends, volatility of 57.0 %, common stock price of $ 3.12 and strike price of $ 1,500.00 .

The fair value of the level 3 2022 July Institutional/Accredited Investor Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs:

term of 4.10 years, risk free rate of 3.92 %, no dividends, volatility of 63.0 %, common stock price of $ 1.20 and strike price of $ 1,500.00 .

The fair value of the level 3 2024 February Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs:

term of 4.09 years , risk free rate of 4.33 % , no dividends, volatility of 85.0 % , common stock price of $ 3.12 , and strike price of $ 20.00 .

The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 4.80 years , risk free rate of 4.20 %, no dividends, volatility of 49.6 %, common stock price of $ 3.12 , and strike price of $ 3.78 .

The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 1.33 years, risk free rate of 4.20 % , no dividends, volatility of 49.6 % , common stock price of $ 3.12 , and strike price of $ 3.40 .

The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs:

term of 1.33 years, risk free rate of 4.20 % , no dividends, volatility of 49.6 % , common stock price of $ 3.12 , and strike price of $ 3.40 .

The fair value of the level 3 2024 December Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs:

term of 5.00 years , risk free rate of 4.33 %, no dividends, volatility of 85.0 %, common stock price of $ 3.12 , and strike price of $ 3.26 .

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Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments.

The following table presents the significant unobservable inputs and valuation methodologies used for the Company’s fair value measurements of non-recurring (level 3) unvested Stonepeak and Evolve unvested warrants at December 31, 2023:

Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants

Fair value (in millions) $ — $ — $ — $ —

Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes

Capital expenditure forecast (in millions) $ — $ — $ — $ —

Probability of warrants vesting (a) — % — % — % — %

__________________

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

The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants.

Therefore, at December 31, 2023, the Company has determined that it is unlikely that the unvested warrants will vest.

Series C Unvested Warrants Series D Unvested Warrants Series E Unvested Warrants Series F Unvested Warrants

Fair value (in millions) $ — $ — $ — $ —

Valuation methodology Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes Monte Carlo Simulation & Black Scholes

Term (years) 8.40 8.40 8.40 8.40

Risk free rate 3.9 % 3.9 % 3.9 % 3.9 %

Exercise price $ 600.0 $ 800.0 $ 1,200.0 $ 1,600.0

Volatility 56.0 % 56.0 % 56.0 % 56.0 %

Capital expenditure forecast (in millions) $ 125.0 $ 250.0 $ 375.0 $ 500.0

Probability of warrants vesting — % — % — % — %

The resulting lower forecast of capital deployments reduced the probabilities of the future vesting of the unvested warrants.

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

The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock of Levo is required to be accounted for separately from the redeemable preferred stock as a derivative liability.

The Company had determined that the redemption features embedded in the non-controlling redeemable preferred stock of Levo is required to be accounted for separately from the redeemable preferred stock as a derivative liability.

Separation of the redemption features as a derivative liability is required because its economic characteristics and risks of the redemption features are considered more akin to a debt instrument, and therefore, not considered to be clearly and closely related to the economic characteristics and risks of the redeemable preferred stock host instrument.

The economic characteristics of the redemption features are considered more akin to 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.

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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.

Accordingly, the Company had recorded an embedded derivative liability representing the estimated fair value of the right of the holders to exercise their redemption option upon the occurrence of a redemption event.

The embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “ Change in fair value of derivative liability ” financial statement line item of the Company’s consolidated statements of operations .

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The following table displays the fair value of derivatives by balance sheet line item:

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December 31, 2024 December 31, 2023

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Derivative liability - non-controlling redeemable preferred shares $ — $ 309,728

The fair value balance of the level 3 derivative liability - non-controlling redeemable preferred shares was written-off as the preferred shares were cancelled as of December 31, 2024 as a result of the Company becoming the 100 % owner of Levo ( See Note 1 ).

Note 6 – Investments

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The Company has a consulting services agreement with Dreev related to software development and operations.

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.

Switch will automatically award the Company the equity ownership with conversion shares in equity upon its completion of either a financing round, company sale or IPO, or dissolution event.

The Company accounts for the investment as an investment in equity securities without a readily determinable fair value subject to impairment.

The Company and Switch intend to collaborate in the future to integrate technologies for the advancement of V2G.

On March 30, 2023, the Company sold its investment interest in Switch for $ 1.3 million.

A gain of $ 0.3 million was recorded in Other, net on the statements of operations.

The consulting services were zero and $ 43,399 fo r the years ended December 31, 2024 and December 31, 2023, respectively.

The consulting services are being provided to Dreev at the Company’s cost and is recognized as other income, net in the consolidated statements of operations.

Note 7 – Account Receivables, Net

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Balance December 31, 2022

Write-off 4,354

Provision ( 323,764 )

Balance December 31, 2023

$ ( 382,598 )

Provision ( 41,082 )

Recoveries 108,057

Balance December 31, 2024

$ ( 315,623 )

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Note 8 – Inventories

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AC Chargers 474,154 236,316

Vehicles - School Buses — 1,620,000

Component parts 377,203 560,186

Component parts and Carbon Credits 151,633 377,203

Total $ 4,591,902 $ 5,889,453

NUVVE HOLDING CORP.

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Note 9 – Property, Plant and Equipment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Debt

The following is a summary of debt as of December 31, 2024 and 2023 :

As of December 31,

Term loan (1) $ 1,445,345 $ —

Promissory Notes - August 16, 2024 884,676 —

Promissory Notes - August 27, 2024 (2) 516,818 —

Senior Convertible Notes - October 2024 (3) 2,475,162 —

Senior Convertible Notes - December 2024 250,000 —

Total outstanding principal balance 5,572,001 —

unamortized debt issuance costs and discounts ( 84,170 ) —

Total debt 5,487,831 —

current portion of long-term debt 4,647,331 —

Long-term debt, net of current portion $ 840,500 $ —

__________________

(1) Principal balance and interest of $ 483,812 was fully repaid in March 2025.

(2) Principal balance and interest of $ 516,818 was fully repaid in January 2025.

(3) Amount represents the fair value of the convertible notes.

As of December 31, 2024, the total future maturities of the principal amounts of the debt obligations are as follows:

2025 $ 4,647,331

On August 9, 2024 and November 27, 2024, the Company entered into a Subordinated Business Loan and Security Agreement ("Term Loan") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent.

The August 9, 2024 and November 27, 2024 Term Loans are short-term, fixed interest rate obligations.

Principal and interest on the two Term Loans are payable in arrears weekly.

The August 9, 2024 and November 27, 2024 Term Loans are secured by certain of the Company's assets, and were evidenced by a subordinated secured promissory note.

The Term Loan contains customary affirmative and negative covenants.

Among other things, these covenants restrict the Company's ability to incur certain types or amounts of indebtedness, incur liens on certain assets, dispose of material assets, enter into certain restrictive agreements, or engage in certain transactions with affiliates.

Additionally, the Term Loan contains customary default provisions including, but not limited to, failure to pay interest or principal when due.

The following is a summary description of the key terms of the Term Loan:

Debt Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Weekly Average Interest Rate Weighted Annual Average Interest Rate

Term Loan 8/9/2024 3/6/2025 $ 1,000,000 $ 483,812 2.96 % 153.90 %

Term Loan 11/27/2024 6/27/2025 $ 1,000,000 $ 961,533 2.96 % 153.90 %

Interest expense paid on the Term Loans for the year ended December 31, 2024 was $ 627,929 .

There was no interest expense on the Term Loans for the year ended December 31, 2023.

On March 6, 2025, the Company repaid fully the principal balance and interest of $ 483,812 of the August 9, 2024 Term Loan .

Promissory Notes - August 16, 2024

In connection with the formation of Deep Impact (see Note 1 ), Promissory Notes (each a “SPV Promissory Note”) with conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company (collectively, the “SPV Note Holders”), respectively, in exchange for up to an aggregate of $ 1,500,000 , to further support project costs in exchange for their investment into Deep Impact.

Each SPV Promissory Note was issued with

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

an original principal amount of $ 750,000 (the “Principal Amount”).

As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have funded $ 610,500 and $ 230,000 , respectively, of the Promissory Notes.

The SPV Promissory Notes have a term of three years and bear interest at a rate of 17.5 % per annum.

The SPV Promissory Notes further provide that upon certain events of default, the SPV Note Holders shall have the option to convert the outstanding amounts on such SPV Promissory Notes for an aggregate of 101 membership units in Deep Impact, allocated pro rata to such Holder’s share of the aggregate outstanding principal amount under the SPV Promissory Notes.

Additionally, pursuant to the Deep Impact governance documents, the SPV Note Holders will be entitled to a share of the Deep Impact’s 25 % of the operating cash flows in addition to the interest amounts payable under the SPV Promissory Notes.

Interest expense paid on the SPV Promissory Notes for the year December 31, 2024 was $ 44,176 .

There was no interest expense on the SPV Promissory Notes for the year December 31, 2023.

Promissory Notes - August 27, 2024

On August 27, 2024, the Company issued promissory notes with conversion option to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer (collectively, the “Note Holders”) of the Company, respectively, in exchange for an aggregate of $ 500,000 (the "Nuvve Promissory Notes").

Each Nuvve Promissory Note was issued with an original Principal Amount of $ 250,000 .

The Principal Amount of each Nuvve Promissory Note includes an original issue discount of $ 12,500 , or 5.00 %.

In exchange for the Nuvve Promissory Notes, each Note Holder paid a purchase price of $ 237,500 (the “Non-OID Principal Amount”) in cash to the Company, for aggregate gross proceeds to the Company of $ 475,000 .

The Nuvve Promissory Notes accrue interest at a rate of 10.50 % per annum, subject to an increase to 12.5 % upon the occurrence of an event of default (as that term is defined in the Nuvve Promissory Notes), and have a maturity date of October 31, 2024 (the “Maturity Date”).

Pursuant to the Nuvve Promissory Notes, all accrued and unpaid interest and principal amount are payable in cash on the Maturity Date.

If the Company consummates a Change of Control (as such term is defined in the Nuvve Promissory Notes), the outstanding balance of the Nuvve Promissory Note plus any unpaid accrued interest will become immediately due and payable.

Upon the occurrence of an event of default, as defined in the Nuvve Promissory Note agreement, each Note Holder may at its option require all principal and unpaid accrued interest become immediately due and payable in full.

Further, at any time after the occurrence of an event of default, each Note Holder may convert any outstanding principal and unpaid accrued interest under the Nuvve Promissory Notes into shares of the Company’s common stock, at a conversion price per share of $ 0.492 .

The issuance of the Nuvve Promissory Notes was and, upon any conversion of the Nuvve Promissory Notes, the issuances of any conversion shares of common stock issued thereunder will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

The Nuvve Promissory Notes provides that, in the event currently outstanding security interests granted by the Company and its subsidiaries to certain lenders (the “Existing Security Interests”) are released at any time during which the Nuvve Promissory Notes are outstanding, the Company shall grant the Holders a security interest in substantially all of the Company’s assets.

To the extent that the Existing Security Interests are not released prior to the Maturity Date or earlier termination of the Nuvve Promissory Notes, the Promissory Notes will remain unsecured.

Interest expense on the Nuvve Promissory Notes for the year ended December 31, 2024 was $ 18,065 .

There was no interest expense paid on the Nuvve Promissory Notes for the year ended December 31, 2023.

On January 31, 2025 , the Company repaid the principal balance and interest of Nuvve Promissory Notes for a total amount repaid of $ 523,097 .

Senior Convertible Notes - October 2024

In October 2024, the Company issued (i) senior convertible notes (the "October Notes") to certain accredited investors of the Company, pursuant to a securities purchase agreement, in exchange for an aggregate of $ 3,750,000.01 of a principal amount, and (ii) accompany warrants to purchase shares of Common Stock (the “October Warrants”).

The principal amount of the October Notes included an original issue discount of $ 375,000 , or 10.00 %, with net cash proceed to the Company of $ 3,375,000.01 , which was funded on October 31, 2024.

Th e Company's the Chief Executive Officer, Mr.

Poilanse, participated as an investor and was issued an October Note in the principal amount of $ 250,000 .

The principal amount of the October Notes issued to Mr.

Poilanse included an original issue

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

discount of $ 25,000 , or 10.00 % with a net cash proceed to the Company of $ 225,000 , which was funded on September 30, 2 024.

The October Notes have a term of 18 months and bear interest at an effective rate of 8.00 % per annum, and have a maturity date o f March 31, 2026.

Pu rsuant to the October Notes, all accrued and unpaid interest and principal amount are payable in cash on the maturity date.

The October Notes are payable in 15 equal payments with the first payment starting on the fourth month after issuance of the October Notes.

The holders of the October Notes have the option to convert any outstanding principal and unpaid accrued interest under the October Notes into shares of the Company’s common stock, at a conversion price of $ 3.402 per share.

In conjunction with the October Notes, the Company issued to the investors warrants to purchase an aggregate of 1,102,295 shares of Common Stock, representing 100.0 % of the shares (the “Warrant Shares”) of Common Stock that each October Note is convertible into as of the issuance of the October Notes, at an exercise price of $ 3.78 per share (the “Exercise Price”), which was the most recent closing price of the Common Stock prior to the closing as reported by the Nasdaq Stock Market LLC (“Nasdaq”).

The Warrants Shares are exercisable immediately and will expire five years after the date of issuance and may be exercised on a cashless basis in the event of a fundamental transaction involving the Company or if the resale of the shares of common stock underlying the Warrants Shares is not covered by an effective registration statement.

The Exercise Price is subject to full ratchet antidilution protection, subject to certain price limitations required by Nasdaq rules and regulations and certain exceptions, upon any subsequent transaction at a price lower than the Exercise Price then in effect and standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

On December 31, 2024 the Company issued a convertible note to an investor for $ 250,000 .

Under the anti-dilution provisions in the October Notes agreement, existing holders of the October Notes conversion price, and the warrant exercise price adjusted after December 31, 2024 to the lower of a new fixed price $ 2.638 or the variable price based on the average of the five lowest prices over the prior ten trading days prior to the note conversion and warrant exercise.

Additionally, for so long as the October Notes or the Warrants remain outstanding, the investors shall have the right (the “Additional Investment Right”), exercisable at any time and from time to time commencing after the six -month anniversary of the October Notes closing, to purchase up to an aggregate of $ 12,500,000 additional Notes and Warrants (the “Additional Notes” and “Additional Warrants,” respectively).

The Additional Notes and Additional Warrants shall have the same terms as the October Notes and Warrants, except that the conversion price of the Additional Notes and the exercise price of the Additional Warrants shall each be equal to 95.00 % of the average of the five lowest daily prices in the ten trading days prior to the date such investor exercises its Additional Investment Right.

The October Notes and warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

See Note 4 for details of changes in fair value recorded in the consolidated statement of operations.

Interest expense on the October Notes for the year ended December 31, 2024 was $ 52,685 .

Subsequent to December 31, 2024, the accredited investors have converted most of the October Notes to the Company's shares of common stock pursuant to the securities purchase agreement.

Please see Note 21 for details.

Senior Convertible Notes - December 2024

On December 31, 2024, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with an accredited institutional and individual investors (the “December Investor”), pursuant to which the Company agreed to issue to the December Investor (i) a $ 250,000 principal amount (the “December Principal Amount”) senior convertible promissory note, carrying a 10.00 % original issue discount (the “December Note”), convertible into shares of our common stock and (ii) an accompanying warrant (the “December Warrant”) to purchase shares of Common Stock (the “December Private Placement”).

On December 31, 2024, the Company closed the December Private Placement and issued the December Note and the December Warrant (the “Closing”).

The December Note have a term of 12 months and bear interest at an effective rate of 8.00 % per annum, and have a maturity date o f December 31, 2025.

The December Note is convertible at the option of the December Investor, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 2.931 per share.

In conjunction with the December Note, the Company issued to the December Investor warrants to purchase an aggregate of 85,287 shares of Common Stock, at an exercise price of $ 3.26 per share.

Interest expense on the December Note for the year ended December 31, 2024 was zero .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Stockholders’ Equity

Reverse Stock Split

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.

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.

The Reverse Stock Splits did not affect the number of authorized shares of the Company's common stock or the par value of the common stock.

Following the January 2024 Reverse Stock Split's effectiveness on January 19, 2024, all references in the consolidated financial statements to number of shares of common stock 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.

Therefore, in addition to the January Reverse Stock Split, following the September 2024 Reverse Stock Split's effectiveness on September 17, 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 - 10 September 2024 Reverse Stock Split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented.

No fractional shares were issued in connection with the reverse stock splits and each fractional share resulting from the reverse stock splits were rounded up to the next whole share.

As a result of the reverse stock split, 192,222 additional shares of common stock were issued in lieu of fractional shares.

Authorized Shares

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The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000 , of which 100,000,000 authorized shares are Common Stock with a par value of $ 0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $ 0.0001 per share (“Preferred Stock”).

On February 21, 2025, the shareholders of the Company, in a special election approved an amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized Common Stock from 100,000,000 shares to 200,000,000 shares.

Preferred Stock

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Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company.

Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

Any dividends declared by the Board of Directors to the holders of the then outstanding shares of Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.

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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.

February 2024 Public Offering

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 our securities (the “Offering”).

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.

On February 2, 2024, the Company completed the Offering for gross proceeds of approximately $ 9.6 million prior to deducting underwriting discounts and commissions and offering expenses.

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 us in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.

As noted above, on January 31, 2024, we entered into an Underwriting Agreement regarding the Offering which was comprised of the following:

303,500 shares of common stock;

176,500 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock;

480,000 Series A Warrants (“Series A Warrants”) to purchase shares of common stock, with an initial exercise price of $ 20.00 per share and a term of five years following the issuance date;

480,000 Series B Warrants (“Series B Warrants”) to purchase shares of common stock with an exercise price of $ 20.00 per share and a term of nine months following the issuance date;

480,000 Series C Warrants (“Series C Warrants”) to purchase shares of common stock with an exercise price of $ 20.00 per share and a term of five years following the issuance date, subject to early expiration as described below.

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.

The combined price per share of common stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $ 20.00 .

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 $ 19.9990 , and the exercise price of each Pre-Funded Warrant is $ 0.0001 per share.

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.

In addition, we granted Craig-Hallum warrants to purchase up to 48,000 shares of common stock (the “Underwriter Warrants”) at an exercise price of $ 20.00 per share.

The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 24,000 of the shares of common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.

T he Company recorded a loss on warrants issued of $ 305,065 on the date of issuance, which is the excess amount of fair value of the warrants issued over the net proceeds received, and presented in the consolidated statements of operations in "Other, net”.

Shelf Registration, At the Market Offering and Registered Direct Offering

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

NUVVE HOLDING CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

1 unchanged sentence

2023 ATM Offering Program

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 .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 .

The Company paid the Agent a commission of 3.0 % of the aggregate gross sales prices of the Shares.

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The transaction closed on October 27, 2023, and was subject to the satisfaction of customary closing conditions.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Securities Purchase Agreement, Pre-Funded Warrants and Warrants

1 unchanged sentence

The offering closed on July 29, 2022.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The offering price for the Shares, and accompanying July 2022 Warrants, was $ 1,400.00 per Share and the offering price for the Pre-Funded Warrants, and accompanying was $ 1,399.96 per Pre-Funded Warrant, which represents the per Share public offering price less $ 0.040 per share exercise price for each Pre-Funded Warrant.

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• Series D warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 8,000.00 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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

• Series E warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 12,000.00 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

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The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date.

Under the terms of the Letter Agreement, Stonepeak and Evolve will fund acquisition and construction costs up to an aggregate conditional capital commitment of $ 750 million.

Stonepeak and Evolve will have the option to upsize their conditional capital commitments when Levo has entered into contracts with third parties for $ 500 million in aggregate conditional capital expenditures.

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.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company (See Note 1), the Company became the 100 % owner of Levo, and the warrants issued to Stonepeak and Evolve were cancelled.

See the warrants summary table below.

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Securities Purchase Agreement

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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.

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company (See Note 1), the Company became the 100 % owner of Levo, and the SPA issued to Stonepeak and Evolve were cancelled.

Warrants - Public and Private

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The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them.

Because the Private Warrants have dissimilar terms with respect to the Company’s redemption rights depending on the holder of the Private Warrants, the Company determined that the Private Warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 2024 and 2023, and the change in the fair value of the Private Warrant for the years ended December 31, 2024 and 2023 in the consolidated statements of operations.

See Note 4 for details of changes in fair value of the Private Warrants recorded in the consolidated statement of operations.

In conjunction with the issuance of December 31, 2024 Term Loan and October Notes (see Note 11 ), the Company issued to the investors private warrants to purchase an aggregate of 85,287 and 1,102,295 shares of Common Stock, respectively, at an exercise price of $ 3.26 and $ 3.78 per share, respectively.

The private warrants are reflected as a liabilities in the consolidated balance sheet as of December 31, 2024, and the change in the fair value of the private warrants for the year ended December 31, 2024 in the consolidated statements of operations.

See Note 4 for details of changes in fair value of the private warrants recorded in the consolidated statement of operations.

NUVVE HOLDING CORP.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations.

The Private Warrant is reflected as a liability in the consolidated balance sheet as of December 31, 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.

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, 2024:

Warrants Number of Warrants Exercised Number of

Warrants Canceled Number of

Warrants Exercisable Exercise

1 unchanged sentence

Public Warrants 7,188 — — 7,188 $ 4,600.00 March 19, 2026

Private Warrants 3,406 — 3,406 $ 460.00 March 19, 2026

Private Warrants - February 2020 341 — — 341 $ 4,600.00 March 19, 2026

PIPE Warrants 3,384 — — 3,384 $ 4,600.00 March 19, 2026

Private Pre-Funded Warrants - July 2024 60,000 60,000 — — $ 0.0010 Until Exercised in Full

Stonepeak/Evolve Warrants - series B 5,000 — 5,000 — $ 4,000.00 May 17, 2031

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Stonepeak/Evolve Warrants - series F 2,500 — 2,500 — $ 16,000.00 May 17, 2031

Institutional/Accredited Investor Pre-Funded Warrants 235,171 122,500 112,671 $ 0.004 Until Exercised in Full

Institutional/Accredited Investor Warrants 100,000 — 100,000 $ 150.00 January 29, 2028

2022 July Institutional/Accredited Investor Warrants 10,000 — — 10,000 $ 1,500.00 January 29, 2028

Underwriter Warrants - February 2024 offering 48,000 — 22,500 25,500 $ 20.00 February 2, 2029

2024 February Institutional/Accredited Investor Pre-Funded Warrants 57,500 57,500 — — $ 0.0010 February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series A 480,000 — — 480,000 $ 20.00 February 2, 2029

2024 February Institutional/Accredited Investor Warrants - series B 480,000 30,000 450,000 — $ 20.00 November 2, 2024

2024 February Institutional/Accredited Investor Warrants - series C 480,000 — 450,000 30,000 $ 20.00 February 2, 2029

2024 October Institutional/Accredited Investor Warrants 1,102,295 — — 1,102,295 $ 3.78 October 31, 2029

2024 December Institutional/Accredited Investor Warrants 85,287 — — 85,287 $ 3.26 December 31, 2029

2,828,995 147,500 937,500 1,743,995

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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.

Treasury Stock

The Company's Board of Directors authorizes repurchases of Common Stock from time to time.

These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased.

This repurchase program does not have an expiration date.

The share repurchase activity pursuant to this authorization is as follows:

As of December 31,

Shares repurchased 1,680 —

Average purchase price per share $ 0.0001 $ —

Amount spent on repurchased shares $ 0.17 $ —

Aggregate Board of Directors repurchase authorizations during the period $ 1,680 $ —

The purchase of treasury stock reduces the number of shares outstanding.

The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes.

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity

NUVVE HOLDING CORP.

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In June 2023, the 2020 Plan was amended, as approved by shareholders, to increase the common shares reserved for issuance under the plan by 10,000 shares.

As of December 31, 2023, there is an aggregate of 182,500 common shares reserved for issuance under the 2020 Plan.

As of December 31, 2024, there is an aggregate of 63,497 common shares reserved for issuance under the 2020 Plan and may reset on January 1 of each year, based on a formula set forth in the Equity Incentive Plan.

All options granted to date have a ten year contractual life and vesting terms of four years .

In general, vested options expire if not exercised 90 days after termination of service.

Forfeitures are accounted for as it occurs.

Forfeitures are accounted for as they occur.

As of December 31, 2024, a total of 55,398 shares of common stock remained available for future issuance under the 2020 Plan.

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The following assumptions were used in the Black-Scholes option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2024 the 2020 Plan.

Expected life of options (in years) (1) 7.0

Dividend yield (2) 0 %

Risk-free interest rate (3) 4.61 %

Volatility (4) 79.6 %

__________________

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

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

(3) The risk-free interest rate is based on the yields on U.S.

Treasury debt securities with maturities approximating the estimated life of the options.

(4) Volatility is estimated by management.

As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity.

Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.

There were no options granted during the year ended December 31, 2024.

The following is a summary of the stock option activity under the 2010 Plan for the year ended December 31, 2024:

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1,916 1,033.98 2.54 —

There were no options granted during the year ended December 31, 2023.

NUVVE HOLDING CORP.

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3,415 5,024.23 6.39 —

The weighted-average grant-date fair value of options granted during the year ended December 31, 2023 was $ 5.14 .

There were no options granted during the year ended December 31, 2024.

During the year ended December 31, 2021, 4,100 options were modified to lower the exercise price by $ 240.00 per share, which will result in $ 246,000 of incremental compensation cost to be recognized over the remaining vesting period.

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1,051 2,206.09

Granted (1) 72,568 22.40

Vested/Release ( 36 ) 1,420.98

1 unchanged sentence

Nonvested and Outstanding at December 31, 2024

__________________

(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.

The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 0.71 years.

As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested restricted stock.

NUVVE HOLDING CORP.

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The valuation allowance increased by $ 4,335,676 during the year ended December 31, 2024.

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 assessing if the deferred tax assets will be realized, the Company considers wheth er 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.

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Institutional/Accredited Investor Warrants 10,000 10,000

Underwriter Warrant - February 2024 offering 25,500 —

2024 February Institutional/Accredited Investor Warrants - series A 480,000 —

2024 February Institutional/Accredited Investor Warrants - series C 30,000 —

2024 October Institutional/Accredited Investor Warrants 1,102,295 —

2024 December Institutional/Accredited Investor Warrants 85,287 —

Total 1,750,654 67,703

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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.

The consulting services was $ 43,399 fo r the year ended December 31, 2023 and zero for the year ended December 31, 2022.

The consulting services was zero fo r the year ended December 31, 2024 and $ 43,399 for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company recognized re venue of $ 159,629 from an entity that is an investor of the Company .

1 unchanged sentence

The Company had a balance of accounts receivable of zero each at December 31, 2024 and December 31, 2023, from the same entity that is an investor in the Company.

As described in Note 11 , on August 27, 2024, the Company issued Promissory Notes with a conversion option to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, in exchange for an aggregate principal amount of $ 500,000 .

Each Promissory Note was issued with an original principal amount of $ 250,000 .

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 20 ) for a total amount repaid of $ 523,097 .

As described in Note 11 , and in connection with the formation of the Deep Impact (see Note 1 ), Promissory Notes with a conversion option were issued to each of Gregory Poilasne and David Robson, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, in exchange for an aggregate of $ 1,500,000 , to further support project costs in exchange for their investment into Deep Impact.

Each Promissory Note was issued with an original principal amount of $ 750,000 .

As of December 31, 2024, the Chief Executive Officer and Chief Financial Officer have funded $ 610,500 and $ 230,000 , respectively, of the Promissory Notes.

As described in Note 11 , in October 2024, the Company issued senior convertible notes with a conversion option to certain investors, including Gregory Poilasne, the Chief Executive Officer of the Company, in exchange for a principal amount of $ 250,000 , and a Warrant to purchase 73,487 sha res of Common Stock.

NUVVE HOLDING CORP.

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Amortization of finance lease assets Selling, general and administrative 5,568 5,779

Interest on finance lease liabilities Interest income, net 1,801 2,248

Interest on finance lease liabilities Interest (expense) income, net 1,180 1,801

Total lease expense $ 919,419 $ 922,113

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The sublease has no option for renewal or extension at the end of the sublease term.

In July 2024, the Company entered into a sublease agreement to sublease a portion of the Company's 7,842 square foot office space.

The term of the sublease is 7.5 years with fixed base rental income ranging from $ 15,400 to $ 37,880 per month.

The sublease has no option for renewal or extension at the end of the sublease term.

Sublease income are as follows:

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Under the terms of the agreement, the Company paid a minimum of $ 400,000 annually in equal quarterly installments.

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.

For the years ended December 31, 2024 and 2023, $ 124,000 and $ 266,667 , respectively, were paid under the research agreement.

At December 31, 2024, we have $ 217,713 remaining to be paid under the agreement.

2 unchanged sentences

As of December 31, 2024 and December 31, 2023, no royalty expenses had been incurred under this agreement .

In November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware (Seller) whereby all right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $ 500,000 and the Company's common shares valued at $ 1,491,556 .

The licensing agreement was replaced in November 2017, the Company executed an agreement ("IP Acquisition Agreement") with the University of Delaware (Seller) whereby all right, title, and interest in the licensed intellectual property was assigned to the Company in exchange for an upfront fee of $ 500,000 and the Company's common shares valued at $ 1,491,556 .

The total acquisition cost of $ 1,991,556 was capitalized and is being amortized over the fifteen years expected life of the patents underlying the intellectual property.

Under the terms of the agreement, the Company will pay up to an aggregate $ 7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least six consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows:

Under the terms of the agreement, the Company will pay up to an aggregate $ 7,500,000 in royalties to the Seller upon achievement of milestones, related to the aggregate number of vehicles that have had access to the Company’s GIVe platform system for a period of at least 6 consecutive months, and for which the Company has received monetary consideration for such access pursuant to a subscription or other similar agreement with the vehicle’s owner as follows:

Milestone Event:

25 unchanged sentences

The Company and Rhombus agreed to release one another from any and all claims relating to the Dispute.

On February 21, 2025, the Company initiated a legal action against Rhombus related to its refusal to honor certain warranty and commissioning obligations with respect to DC Chargers the Company purchased from Rhombus.

Rhombus has in turn filed a demand for an arbitration claiming that the Company breached terms of the previous settlement agreement between the Company and Rhombus by failing to purchase additional DC Chargers.

The Company believes it has no obligation to purchase additional non-conforming DC Chargers.

Therefore, the Company believes that Rhombus’s position does not have any merit, and it intends to exercise all available rights and remedies in its legal action against Rhombus.

The outcome of any such proceedings are inherently uncertain, and the amount and/or timing of any gains or expenses resulting from such proceedings is not reasonably estimable at this time.

(f) School Bus Storage Litigation

5 unchanged sentences

The Company timely posted the injunction bond on November 7, 2023.

The Company anticipate that the storage fee dispute with the dealership will be adjudicated by the second quarter of fiscal year 2024.

The storage fee dispute with the dealership was adjudicated as of December 31, 2024.

NUVVE HOLDING CORP.

9 unchanged sentences

Levo Series B Redeemable Preferred Stock

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

The Series B Preferred Stock (a) pays a dividend, when, as and if declared by Levo's Board of Directors, of 8.0 % per annum of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $ 1,000 per share, and dividends are paid in cash.

Levo accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware.

At December 31, 2023, Levo had cumulative unpaid accrued preferred dividends of $ 612,201 on 3,138 issued and outstanding shares of Series B Preferred Stock.

Series B Preferred Stock is not a participating or convertible securities.

Series B Preferred Stock is not currently redeemable but it could be redeemable with the passage of time at the election of Levo or the preferred shareholders or upon the occurrence of a trigger event as defined in the preferred stock agreement.

Since the redeemable preferred stock may be redeemed by the preferred shareholders or upon the occurrence of a trigger event that is not solely within the control of Levo, but is not mandatorily redeemable;

therefore, based on its characteristics, Levo has classified the Series B Preferred Stock as mezzanine equity.

At December 31, 2023, Series B Preferred Stock consisted of the following:

Shares Authorized Shares Issued and Outstanding Stated Value per Share Initial Carrying Value Accrued Preferred Dividends Liquidation Preference

1,000,000 3,138 $ 1,000 $ 3,138,000 $ 612,201 $ 3,750,201

The Company has determined that the redemption features embedded in the non-controlling redeemable preferred stock is required to be accounted for separately from the redeemable preferred stock as a derivative liability.

See Note 5 for detail disclosure of the derivative liability.

The redeemable preferred stock has been classified as mezzanine equity, and initially recognized at fair value of $ 3,138,000 , the proceeds on the date of issuance.

This amount has been further reduced by 497,606 the fair value of the embedded derivative liability at date of issuance, resulting in an adjusted initial carrying value of $ 2,640,394 .

Levo is accreting the difference between the adjusted carrying initial value and the redemption price value over the seven-year period from date of issuance of August 4, 2021 through July 4, 2028 (the date at which the preferred shareholders have the unconditional right to redeem the shares, deemed to be the earliest likely redemption date) using the effective interest method.

The accretion to the carrying value of the redeemable preferred stock is treated as a deemed dividend, recorded as a charge to retained earnings of Levo.

As of December 31, 2023, Levo has accreted $ 645,864 resulting in the carrying value of the redeemable preferred stock of $ 4,193,629 .

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes Levo non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets:

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

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

As result, the redeemable preferred stock, including the accumulated unpaid accrued preferred dividends, were cancelled.

On December 13, 2024, the Company dissolved Levo as an entity.

Levo was a consolidated entity of the Company.

See the tables below.

The Company formed Deep Impact with Nuvve CPO and WISE, in which the Company owns 51 % of Deep Impact's common units.

The Company has determined that Deep Impact is a VIE in which the Company is the primary beneficiary.

Accordingly, the Company consolidates Deep Impact and records a non-controlling interest for the share of the entity owned by WISE.

The following table summarizes non-controlling interests presented as a separate component of stockholders’ equity on the Company’s consolidated balance sheets:

December 31, 2024 December 31, 2023

5 unchanged sentences

Preferred share accretion adjustment 322,932 645,864

Cancellation of non-controlling interests 5,393,108 —

Non-controlling interests $ ( 28,809 ) $ ( 4,894,101 )

The following table summarizes Levo non-controlling interests presented as a separate component of the Company’s consolidated statements of operations:

The following table summarizes non-controlling interests presented as a separate component of the Company’s consolidated statements of operations:

December 31, 2024 December 31, 2023

5 unchanged sentences

Preferred share accretion adjustment $ 322,932 645,864

Cancellation of non-controlling interests $ ( 4,516,561 ) —

Ending balance

$ — $ 4,193,629

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Profits Interests Units (Class D Incentive Units)

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Therefore, the expenses recorded will only reflect the 80 % vesting portion.

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.

Fair value is estimated at the date of grant for employee and nonemployee options.

The following assumptions were used in the M onte Carlo Simulation model to calculate the fair value of Class D Incentive Units granted for the year ended December 31, 2023.

Class D Units

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

Risk-free interest rate (2) 3.02 %

Volatility (3) 69.50 %

__________________

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

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) The risk-free interest rate is based on the yields on U.S.

Treasury debt securities with maturities approximating the estimated life of the options.

(3) Volatility is estimated by management.

As the Company has been a private company for most of its existence, there is not enough historical volatility data related to the Company’s Common stock as a public entity.

Therefore, this estimate is based on the average volatility of certain public company peers within the Company’s industry.

During the year ended December 31, 2024 and 2023, the Company recorded compensation expense, included in selling, general, and administrative, under the Profits Interests of zero and $ 127,134 , respectively .

In connection with, and pursuant to Stonepeak and Evolve's sale of their combined interest in Levo to the Company ( See Note 1 ), the Company became the 100 % owner of Levo.

As result, the Class D Incentive Units were cancelled.

See the tables below.

A summary of the status of the Company’s Class D Incentive Units as of December 31, 2023, and changes during year ended December 31, 2024, is presented below:

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Nonvested and Outstanding at December 31, 2024

(1) Cancelled units represents unvested units granted to cliff vest on the grant anniversary date.

However, the employees were terminated before the grant date anniversary.

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.

The Company expects to recognize this compensation cost over a remaining weighted-average period of approximately 2.0 years.

Note 19 - Subsequent Events

February 2024 Public Offering

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.

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.

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.

As noted above, on January 31, 2024, the Company entered into an Underwriting Agreement regarding the Offering which was comprised of the followings:

3,035,000 shares of common stock;

1,765,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock;

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;

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;

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.

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.

The combined price per share of Common Stock and the accompanying Series A Warrant, Series B Warrant and Series C Warrant was $ 2.00 .

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.

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.

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.

The Underwriter Warrants have a term of five years and are immediately exercisable, provided that 240,000 of the shares of

As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested Class D Incentive Units.

NUVVE HOLDING CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

common stock underlying the Underwriter Warrants shall only be exercisable pro rata upon the exercise of the Series B Warrants issued in the Offering.

Note 20 - Reportable Segment and Significant Segment Expenses

The Company operates in a single business segment, which is the EV V2G Charging segment.

Significant Segment Expenses:

The Company operates in a single business segment, which is the consolidated entity.

The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer.

The CODM uses revenue and operating expenses of the consolidated entity predominantly in the annual budget and forecasting process.

The CODM considers consolidated budget-to-actual variances on an annual basis when making decisions about the allocation of operating and capital resources.

Below are the significant consolidated segment expenses that the Company regularly provides to the CODM.

The following table summarizes the Company’s significant selling, general, and administrative expenses, and research and development expenses that are regularly provided to the CODM:

Years Ended December 31,

Revenue $ 5,286,229 $ 8,332,162

(Add)/deduct:

Cost of sales 3,534,557 6981344

Selling, general, and administrative expense:

Employee compensation and benefits 9,131,879 12,776,234

Consultants 15,668 130,751

Marketing 543,162 772,433

Rent 1,000,084 1,049,801

Professional fees 955,263 2,538,712

Legal 791,006 1,539,900

Insurance (excluding health & D&O) 200,239 208,490

IT Expense 1,482,641 678,037

Travel 217,070 451,898

Office Meal and Employee Reimbursement 78,233 152,614

Dues & Subscriptions 350,648 419,444

Repairs and Maintenance ( 10,581 ) 22,163

Office Supplies 5,517 29,682

Telephone 8,945 7,729

44,864 42,647

Depreciation & Amortization 337,971 388,561

Bank charges 27,462 27,932

Public Co Fees 2,614,414 3,076,063

Other ( 123,375 ) 381,604

Total selling, general, and administrative expense 17,671,110 24,694,693

Research and development expense:

Employee compensation and benefits 1,836,371 3,135,999

Consultants 1,629,718 3,527,315

Marketing — 127

License fees 764,097 988,308

Legal 128,473 330,868

IT Expense 52,963 591,211

Travel 47,948 99,469

Office Meal and Employee Reimbursement 14,004 25,102

Repairs and Maintenance 61,558 56,588

Bank charges 5,642 6,280

Other 218 133

Total research and development expense 4,540,993 8,761,400

Total other income, net 3,035,619 810,088

Income tax expense 1,600 1,600

Net loss $ ( 17,426,412 ) $ ( 31,296,787 )

NUVVE HOLDING CORP.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the Company’s intangible assets and property, plant and equipment in different geographic locations:

2024 December 31,

United States $ 1,508,977 $ 1,741,009

United Kingdom 1,425 2,894

Denmark $ 166,322 $ 224,564

$ 1,676,724 $ 1,968,467

Note 21 - Subsequent Events

On March 6, 2025, the Company repaid the principal balance and interest of the August 9, 2024 Term Loan .

On January 31, 2025, t he Company repaid the principal balance and interest of Nuvve Promissory Notes (see Note 11 ) for a total amount repaid of $ 523,097 .

As of March 31, 2025, the accredited investors have converted $ 3,335,339 of the October Notes (see Note 11 ) into 1,568,020 of the Company's shares of common stock for an average conversion price of $ 2.315 per share pursuant to the securities purchase agreement.

Additionally, as of March 31, 2025, the accredited investors have exercised 281,652 of the warrants related to the October Notes (see Note 11 ) into 281,652 of the Company's shares of common stock for an average exercise price of $ 2.080 per share pursuant to the securities purchase agreement for total gross proceeds to the Company of $ 585,836 .

On March 5, 2025, the Company issued to certain investors (i) an aggregate of $ 1,666,666.67 principal amount senior convertible promissory notes ("March 2025 Convertible Notes"), carrying a 10.00 % original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("March 2025 Warrants") to purchase shares of Common Stock.

The March 2025 Convertible Notes have a term of 18 months and bear interest at an effective rate of 8.00 % per annum which automatically increases to 18.00 % per annum in the event of a default.

The March 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $ 2.02 per share.

The March 2025 Warrants are exercisable for up to an aggregate of 100.00 % of the shares of Common Stock that each March 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $ 2.02 per share, which represents 95 % of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

Authorized Shares

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

What changed 10-K

Item 9A. Controls and Procedures