Nuvve Holding Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal accounting and financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosu re. Based on the evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f) under the Exchange Act . Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S., and our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements. Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reportin g was effective as of December 31, 2024. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K. Changes in 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 73 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. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting. Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 74 Part III Item 10. Directors, Executive Officers and Corporate Governance 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 David G. Robson 57 Chief Financial Officer Angela Strand 55 Director H. David Sherman 76 Director Jon M. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. Smith also served as an officer in the United States Navy from 1989 to 1996. Mr. 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. David G. Robson has served as our Chief Financial Officer since March 2021. Mr. 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. Mr. Robson has served on the board of directors of NuZee Coffee, a leading co-packing company for single-serve coffee formats since March 2021. Mr. 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. Mr. 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, 75 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. Mr. Robson began his career with the accounting firm Deloitte & Touche LLP. Mr. 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. Directors Jon M. 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. Mr. Montgomery sits on the Board of Nature’s Miracle Holding Corp. (Nasdaq: NMHI) since March 2024. He is chair of the nominating and governance committee and is a member of the audit and compensation committees. Mr. 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. Mr. 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. H. 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. (AMEX: DXF) from January 2018 to August 2019, Kingold Jewelry Inc. (Nasdaq: KGJI) from February 2011 to May 2016, China HGS Real Estate Inc. (Nasdaq: 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. Ms. 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. (HK: 729HK); 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. Ms. Strand has also served in various management and executive roles at medical device, biotech and digital health firms. Ms. Strand is a named inventor with seven issued patents. Ms. 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. 76 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. Strand. 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. Sherman. 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. Strand. 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. The Code of Ethics is available on our website at http://www.nuvve.com under the Governance section of our Investor Relations page. 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. 77 Item 11. 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 David G. 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; (ii) for Mr. 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. 78 Employment Agreements Gregory Poilasne If Mr. 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. If Mr. 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 92 38 38 38 38 38 38 38 38 38 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. Mr. 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. Mr. 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 79 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. Ted Smith 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. 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 22 9 9 9 9 9 9 9 9 9 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. Mr. 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. David G. Robson 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. 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 83 35 35 35 35 35 35 35 35 35 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. 80 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. Mr. 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. Mr. 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 $1,500 per month) and his mobile phone. Mr. Robson is also eligible to receive equity award grants as may be awarded in the discretion of the Compensation Committee. The Restated Robson Agreement further provides that upon the termination of Mr. Robson by the Company without “cause” or by Mr. Robson for “good reason” (each as defined the Restated Robson Agreement), he will be entitled to continue to receive his then current base salary for the ensuing 12 months at the rate then in effect in accordance with the Company’s standard payroll procedures and will continue to receive health insurance benefits during such period. In the event Mr. Robson is terminated by the Company without “cause” or by Mr. Robson after a “change in control” (as defined in the Restated Robson Agreement) within one year after such “change of control,” the aforementioned termination payments would be increased such that Mr. Robson will be entitled to a lump sum payment equal to 36 months of his base salary. 401(k) Retirement Plan For 2024 and 2023, the Company provided a tax-qualified Section 401(k) plan for all employees, including its named executive officers. The Company did not provide a match for participants’ elective contributions to the 401(k) plan, nor did the Company provide to employees, including its named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans and nonqualified defined contribution plans. Outstanding Equity Awards at Year End The following table presents information regarding the outstanding stock options and restricted stock units held by the Company’s named executive officers at December 31, 2024. 81 Stock Option Grants Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price ($) 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 — $— David D. Robson 750 — (3) $ 5,480.00 3/23/2031 — $— David D. 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. 82 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: Amount 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. Fees Stock Name Earned (1) Awards (2) Total Rashida La Lande (3) $ 6,500 $ — $ 6,500 Jon M. Montgomery $ 67,500 $ — $ 67,500 H. 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 of of of of 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) Jon M. Montgomery — — $ — — — $ — H. 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. 83 Item 12. 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; and • 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 Beneficial Ownership Percentage of Outstanding Shares (2) Directors and Executive Officers Gregory Poilasne (3)(5) 161,033 5.3 % Ted Smith (4)(5) 14,656 * David Robson (5) 3,441 * Angela Strand (6) 472 * H. David Sherman 553 * Jon M. Montgomery 446 * 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. (8) 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. Poilasne; 73,487 shares of Common Stock issuable pursuant to the conversion of the Notes held by Mr. Poilasne; and up to 75,987 shares of Common Stock issuable pursuant to the exercise of the Warrants held by Mr. Poilasne. (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 84 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. 85 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)) (a) (b) (c) Equity compensation plans approved by security holders (1) 4,753 $ 3,875 55,398 Equity compensation plans not approved by security holders (2) 1,916 $ — — 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. 86 Item 13. 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. Deep Impact 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 87 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. Investments 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. 88 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. Messrs. 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. 89 Item 14. 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, 2024 2023 Deloitte & Touche LLP Audit Fees (1) $ 989,292 $ 1,256,908 Audit-Related Fees (2) — — Tax Fees (3) — — 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: Deloitte & Touche LLP Auditor Firm ID: PCAOB ID: 34 Auditor Location: San Diego, CA 90 Part IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements The consolidated financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” on page F-1 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in our consolidated financial statements or the notes thereto. (3) Exhibits . The following is a list of all exhibits filed or furnished as part of this Annual Report on Form 10-K. Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 2.1 Merger Agreement dated November 11, 2020 424B3 Annex A 2/17/2021 2.2 Amendment No. 1 to Merger Agreement dated February 20, 2021 8-K† 1.1 2/23/2021 3.1 Amended and Restated Certificate of Incorporation 8-K 3.1 3/25/2021 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation 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. 8-K 3.1 12/5/2023 4.1 Warrant Agreement, dated February 13, 2020, by and between Continental Stock Transfer & Trust Company and the Registrant 8-K† 4.5 2/20/2020 4.2 Amendment No. 1 to Warrant Agreement 8-K 4.4 3/25/2021 4.3 Unit Purchase Option, dated February 19, 2020, between the Registrant and Chardan Capital Markets LLC 8-K† 4.7 2/20/2020 4.4 Amendment No. 1 to Unit Purchase Option 8-K 4.6 3/25/2021 4.5 Description of Securities 10-K 4.5 3/31/2022 4.6 Form of Pre-Funded Warrants 8-K 4.1 7/28/2022 4.7 Form Warrants 8-K 4.2 7/28/2022 4.8 Form of Pre-Funded Warrant 8-K 4.1 10/27/2023 4.9 Form of Series A Warrant to Purchase Common Stock S-1/A 4.9 1/26/2024 4.10 Form of Series B Warrant to Purchase Common Stock S-1/A 4.10 1/26/2024 4.11 Form of Series C Warrant to Purchase Common Stock S-1/A 4.11 1/26/2024 4.12 Form of Pre-Funded Warrant S-1/A 4.12 1/26/2024 4.13 Form of Underwriter Warrant S-1/A 4.13 1/26/2024 4.14 Form of Warrant Agency Agreement between the Company and Computershare Trust Company, N.A. 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 424B3 Annex A (Ex. B) 2/17/2021 10.2 Stockholder’s Agreement 8-K 10.5 3/25/2021 10.3 Form of PIPE Registration Rights Agreement 8-K 10.7 3/25/2021 10.4 Amended and Restated Employment Agreement with Gregory Poilasne, dated January 25, 2024 8-K 10.1 1/26/2024 10.5 Amended and Restated Employment Agreement with Ted Smith, dated January 25, 2024 8-K 10.2 1/26/2024 10.6 Amended and Restated Employment Agreement with David Robson, dated January 25, 2024 8-K 10.3 1/26/2024 10.7 Form of Indemnification Agreement 8-K 10.13 3/25/2021 10.8# IP Acquisition Agreement, effective November 2, 2017, between University of Delaware and Nuvve Corporation S-4 10.16 2/4/2021 10.9# Amended and Restated Research Agreement, dated September 1, 2017, between University of Delaware and Nuvve Corporation S-4 10.17 2/4/2021 91 Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 10.10 Warrant Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP. 8-K 10.1 5/17/2021 10.11 Securities Purchase Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP . 8-K 10.2 5/17/2021 10.12 Registration Right Agreement, dated May 17, 2021, by and among Nuvve Corporation, Stonepeak Rocket Holdings LP and Evolve Transition Infrastructure LP. 8-K 10.3 5/17/2021 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. 8-K/A 10.1 8/8/2021 10.14# Development Services Agreement, dated as of August 4, 2021, by and between Nuvve Holding Corp. and Levo Mobility LLC. 8-K/A 10.2 8/8/2021 10.15# Parent Letter Agreement, dated as of August 4, 2021, by and among Nuvve Holding Corp., Stonepeak Rocket Holdings LP, Evolve Transition Infrastructure LP and Levo Mobility LLC. 8-K/A 10.3 8/8/2021 10.16# Board Rights Agreement, dated as of August 4, 2021, by and among Nuvve Holding Corp. and Stonepeak Rocket Holdings LP. 8-K/A 10.4 8/8/2021 10.17# Intellectual Property License and Escrow Agreement, dated as of August 4, 2021, by and between Nuvve Holding Corp. and Levo Mobility LLC . 8-K/A 10.5 8/8/2021 10.18 + Nuvve Holding Corp. Amended and Restated 2020 Equity Incentive Plan 8-k 10.1 6/5/2023 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 † 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 10.24 First Amendment to Securities Purchase Agreement, dated as of January 14, 2025 8-K 10.1 1/15/2025 10.25 Second Amendment to Securities Purchase Agreement, effective as of February 4, 2025 8-K 10.1 2/4/2025 10.26 Third Amendment to Securities Purchase Agreement, dated as of February 4, 2025 8-K 10.1 2/5/2025 10.27 Fourth Amendment to Securities Purchase Agreement, dated as of February 7, 2025 8-K 10.1 2/7/2025 10.28 Fifth Amendment to Securities Purchase Agreement, dated as of March 2, 2025 8-K 10.1 3/3/2025 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 10.31 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 10.34 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 * 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm * 31.1 Rules 13a-14(a) Certification of Chief Executive Officer * 92 Incorporation by Reference Exhibit No. Description Form Exhibit No. Filing Date 31.2 Rules 13a-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ^ 32.2 Section 1350 Certification of Chief Financial Officer ^ 97.1 Nuvve Holding Corp. 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. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * _____________________ * Filed herewith. + Indicates management contract or compensatory plan. ^ Furnished herewith. † Filed by Newborn Acquisition Corp., the predecessor to the registrant. # Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Item 16. Form 10-K Summary None. 93 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NUVVE HOLDING CORP. By: /s/ Gregory Poilasne Gregory Poilasne Chief Executive Officer Date: March 31, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Position Date By: /s/ Gregory Poilasne Chief Executive Officer March 31, 2025 Gregory Poilasne ( Principal Executive Officer) By: /s/ Ted Smith President, Chief Operating Officer, and Director March 31, 2025 Ted Smith By: /s/ David G. Robson Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) March 31, 2025 David G. Robson By: /s/ Jon M. Montgomery Interim Chairperson of the Board and Director March 31, 2025 Jon M. Montgomery By: /s/ H. David Sherman Director March 31, 2025 H. David Sherman By: /s/ Angela Strand Director March 31, 2025 Angela Strand 94 Financial Statements. INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 34 ) F-2 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS F-4 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS F-5 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Nuvve Holding Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nuvve Holding Corp. 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, 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Diego, California March 31, 2025 We have served as the Company’s auditor since 2022. F-2 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2024 December 31, 2023 Assets Current Assets Cash $ 371,497 $ 1,534,660 Restricted cash 320,000 480,000 Accounts receivable, net 2,148,198 1,724,899 Inventories 4,591,902 5,889,453 Prepaid expenses 494,986 994,719 Deferred costs 417,290 1,145,608 Other current assets 931,244 751,412 Total Current Assets 9,275,117 12,520,751 Property and equipment, net 613,958 766,264 Intangible assets, net 1,062,766 1,202,203 Investment in equity securities 670,951 670,951 Investment in leases 101,415 112,255 Right-of-use operating lease assets 4,493,360 4,839,526 Deferred costs - noncurrent 564,558 521,994 Financing receivables — 288,872 Security deposit, long-term 15,687 27,690 Total Assets $ 16,797,812 $ 20,950,506 Liabilities and Equity Current Liabilities Accounts payable $ 1,882,357 $ 1,694,325 Accrued expenses 3,393,205 4,632,101 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 Other liabilities 6,969 105,141 Total Current Liabilities 11,351,158 7,984,922 Operating lease liabilities - noncurrent 4,254,173 4,646,383 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 Other long-term liabilities 170,794 681,438 Total Liabilities 18,087,459 13,960,043 Commitments and Contingencies Mezzanine equity 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 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 Stockholders’ Equity Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized; 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; 904,949 issued and 903,269 outstanding at December 31, 2024; 124,659 shares issued and outstanding at December 31, 2023. 6,408 5,927 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 Accumulated other comprehensive income 46,494 93,676 Accumulated deficit ( 165,599,076 ) ( 148,240,859 ) Nuvve Holding Corp. Stockholders’ Equity ( 1,260,838 ) 7,474,706 Non-controlling interests ( 28,809 ) ( 4,894,101 ) 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. F-3 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2024 2023 Revenue Products $ 2,568,573 $ 5,843,187 Services 2,307,679 2,162,218 Grants 409,977 326,757 Total revenue 5,286,229 8,332,162 Operating expenses Cost of products 2,124,506 5,804,011 Cost of services 1,410,051 1,177,333 Selling, general, and administrative 17,671,110 24,694,693 Research and development 4,540,993 8,761,400 Total operating expenses 25,746,660 40,437,437 Operating loss ( 20,460,431 ) ( 32,105,275 ) Other income 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 Other, net ( 300,408 ) 436,146 Total other income, net 3,035,619 810,088 Loss before taxes ( 17,424,812 ) ( 31,295,187 ) Income tax expense 1,600 1,600 Net loss $ ( 17,426,412 ) $ ( 31,296,787 ) Less: Net loss attributable to non-controlling interests ( 28,809 ) ( 12,456 ) Net loss attributable to Nuvve Holding Corp. $ ( 17,397,603 ) $ ( 31,284,331 ) Less: Preferred dividends on redeemable non-controlling interests — 285,595 Less: Accretion on redeemable non-controlling interests preferred shares — 645,864 Net loss attributable to Nuvve Holding Corp. common stockholders $ ( 17,397,603 ) $ ( 32,215,790 ) Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted $ ( 26.92 ) $ ( 403.57 ) Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted 646,329 79,827 The accompanying notes are an integral part of these consolidated financial statements. F-4 NUVVE HOLDING CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Years Ended December 31, 2024 2023 Net loss $ ( 17,426,412 ) $ ( 31,296,787 ) Other comprehensive (loss) income, net of taxes Foreign currency translation adjustments, net of taxes ( 47,182 ) 17,494 Total comprehensive loss $ ( 17,473,594 ) $ ( 31,279,293 ) Less: Comprehensive loss attributable to non-controlling interests, net taxes ( 28,809 ) ( 12,456 ) Comprehensive loss attributable to Nuvve Holding Corp. $ ( 17,444,785 ) $ ( 31,266,837 ) Less: Preferred dividends on redeemable non-controlling interests — ( 285,595 ) Less: Accretion on redeemable non-controlling interests preferred shares — ( 645,864 ) Comprehensive loss attributable to Nuvve Holding Corp. common stockholders $ ( 17,444,785 ) $ ( 30,335,378 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-controlling Interests Total 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 Exercise of stock options and vesting of restricted stock units 5,047 203 — — 1,215,766 — — — 1,215,969 Share-based compensation — — — — 4,459,102 — — — 4,459,102 Proceeds from common stock offering, net of offering costs 3,780 150 — — 884,436 — — — 884,586 Proceeds from Direct Offering, net of offering costs 42,901 2,657 — — 4,983,643 — — — 4,986,300 Accretion on redeemable non-controlling interests preferred shares — — — — — — — ( 645,864 ) ( 645,864 ) Preferred dividends - non-controlling interest — — — — — — — ( 285,595 ) ( 285,595 ) Issuance of Common Shares related to Warrants 12,250 490 — — ( 490 ) — — — — Currency translation adjustment — — — — — 17,494 — — 17,494 Net loss — — — — — — ( 31,284,331 ) ( 12,456 ) ( 31,296,787 ) 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 ) — — — — Share-based compensation — — — — 2,620,085 — — — 2,620,085 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 — — — — — — — — — Preferred dividends - non-controlling interest — — — — — — — — — Issuance of Common Shares related to Warrants 90,000 35 — — 538,985 — — — 539,020 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 ) Balances December 31, 2024 903,269 $ 6,408 1,680 $ — $ 164,285,336 $ 46,494 $ ( 165,599,076 ) $ ( 28,809 ) $ ( 1,289,647 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 NUVVE HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024 2023 Operating activities Net loss $ ( 17,426,412 ) $ ( 31,296,787 ) Adjustments to reconcile to net loss to net cash used in operating activities Depreciation and amortization 337,971 396,210 Share-based compensation 2,620,127 4,107,634 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 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 Change in operating assets and liabilities Accounts receivable ( 148,299 ) ( 634,432 ) Inventory 1,297,551 5,445,390 Prepaid expenses and other assets 1,506,991 ( 447,604 ) Accounts payable 196,413 ( 696,098 ) Accrued expenses and other liabilities ( 1,422,380 ) 2,191,845 Deferred revenue 259,026 ( 206,641 ) Net cash used in operating activities ( 15,734,334 ) ( 21,254,328 ) Investing activities Purchase of property and equipment ( 45,395 ) ( 188,433 ) Proceeds from sale of investments in equity securities — 1,325,155 Net cash provided by (used in) investing activities ( 45,395 ) 1,136,722 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 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 Net cash provided by financing activities 14,462,917 5,862,746 Effect of exchange rate on cash ( 6,351 ) 35,624 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 Cash and restricted cash at end of year $ 691,497 $ 2,014,660 Years Ended December 31, 2024 2023 Supplemental Disclosure of cash information: Cash paid for interest $ 563,345 $ — Cash paid for income taxes $ 1,600 $ — Supplemental Disclosure of Noncash Investing Activity Transfer of inventory to property and equipment — 216,988 Th e accompanying notes are an integral part of these consolidated financial statements. F-7 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Description of Business (a) Description of Business Nuvve Holding Corp., a Delaware corporation headquartered in San Diego, California (the “Company” or “Nuvve”), was founded on November 10, 2020 under the laws of the state of Delaware. On March 19, 2021, the Company (at the time known as NB Merger Corp.) acquired the outstanding shares of Nuvve Corporation (“Nuvve Corp.”), and the Company changed its name to Nuvve Holding Corp. 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") and grid modernization technologies. Nuvve has developed a proprietary V2G technology, including the Company’s Grid Integrated Vehicle (“GIVe ™ ”) cloud-based software platform, that enables it to link multiple electric vehicle ("EV") batteries into a virtual power plant ("VPP") to provide bi-directional energy to the electrical grid in a qualified and secure manner. The VPP can generate revenue by selling or making available to utility companies excess energy when the price is relatively high or buying energy when the price is relatively low. The V2G technology may allow energy users to reduce energy peak consumption and enable utilities to reduce the required internally generated peak demand. Nuvve’s technology is patent protected. Nuvve’s first commercial operation was proven in Copenhagen in 2016. Since then, Nuvve has established operations in the United States, the United Kingdom, France, and Denmark. In addition to Nuvve’s algorithms and software, Nuvve provides complete V2G solutions to its customers, including V2G bi-directional chargers which are preconfigured to work with Nuvve’s GIVe platform. The Company’s technology is compatible with several charger manufacturers both in Direct Current ("DC") (such as CHAdeMO, a DC charging standard for electric vehicles, enabling seamless communication between the vehicle and the charger) and Alternative Current ("AC") mode. (b) Reverse Stock Split 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 “January 2024 Reverse Stock Split”). 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. 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 each of the January 2024 Reverse Stock Split and the September 2024 Reverse Stock Split for all periods presented. (c) Structure of the Company Nuvve has two wholly owned subsidiaries, Nuvve Corp. and Nuvve CPO Inc. Nuvve Corp. has four wholly owned subsidiaries: (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. F-8 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Deep Impact 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. 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 the Company, Nuvve CPO and Wise. 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. F-9 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 2 – Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company has reclassified certain prior period amounts to conform to the current year presentation. In accordance with the related Going Concern accounting standards, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the consolidated financial statements are issued. Since inception, the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $ 165.6 million and $ 148.2 million as of December 31, 2024 and December 31, 2023, respectively . 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 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 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. However, as such plans are not solely within management’s control management cannot conclude as of the date of this filing that the plans are probable of being successfully implemented and as such has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. (b) Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company, its wholly owned subsidiaries and its consolidated variable interest entity. All intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity in which it has a financial relationship and, if so, whether or not that entity is a variable interest entity ("VIE"). A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors at risk lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance, and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company formed 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. F-10 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net loss attributable to non-controlling interests" in the consolidated statements of operations and "Non-controlling interests" in the consolidated balance sheets. See Note 19 for details of non-controlling interests. 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 VIE's assets and liabilities included in the Company’s consolidated balance sheets: December 31, 2024 December 31, 2023 Assets 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 Liabilities Accounts payable and other liabilities $ 166,681 $ 8,380 Promissory notes $ 884,676 — Accrued expenses and dividend payable — $ 620,421 Derivative liability - non-controlling redeemable preferred shares — 309,728 Total Liabilities $ 1,051,357 $ 938,529 (c) Redeemable Non-Controlling Interest - Mezzanine Equity Redeemable non-controlling interest represents the shares of the preferred stock issued by Levo to Stonepeak and Evolve (the "preferred shareholders"), who 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. The initial carrying value of the redeemable non-controlling interest is reported at the initial proceeds received on issuance date, reduced by the fair value of embedded derivatives resulting in an adjusted initial carrying value. The adjusted initial carrying value is further adjusted for the accretion of the difference with the redemption price value using the effective interest method. The accretion amount is a deemed dividend recorded against retained earnings or, in its absence, to additional-paid-in-capital. The carrying amount of the redeemable non-controlling interest is measured at the higher of the carrying amount adjusted each reporting period for income (or loss) attributable to the non-controlling interest, or the carrying amount adjusted each reporting period by the accretion amount. See Note 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 The Company presents non-controlling interests as a component of equity on its consolidated balance sheets and reports the portion of its earnings or loss for non-controlling interest as net earnings or loss attributable to non-controlling interests in the consolidated statements of operations. (e) Profits Interests Units (Class D Incentive Units) Class D Incentive Units are issued by Levo to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General . Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards. F-11 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 Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies (“EGC”) to delay adoption of new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The Company qualifies as an EGC. The JOBS Act provides that an EGC can elect to opt-out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This different adoption timing may make a comparison of the Company’s financial statements with another public company which is neither an EGC nor an EGC that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. (g) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the impairment of intangible assets, the net realizable value of inventory, the fair value of share-based payments, lease incremental borrowing rate, derivative liability associated with redeemable preferred shares, revenue recognition, the fair value of warrants, annual bonus accrual, and the recognition and disclosure of contingent liabilities. Management evaluates its estimates on an ongoing basis. Actual results could materially vary from those estimates. (h) Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in Accounting Standards Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity . If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in other income (expense). If a warrant meets both conditions for equity classification, the warrant is initially recorded in additional paid-in capital on the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. (i) Foreign Currency Matters For Nuvve Corp., Nuvve SaS, and Nuvve LTD, the functional currency is the U.S. dollar. All local foreign currency asset and liability amounts are remeasured into U.S. dollars at balance sheet date exchange rates, except for inventories, prepaid expenses, and property, plant, and equipment, which are remeasured at historical rates. Foreign currency revenue and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which are remeasured at historical exchange rates. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense) in the consolidated statements of operations. The financial position and results of operations of the Company’s non-U.S. dollar functional currency subsidiary, Nuvve Denmark, are measured using the subsidiary’s local currency as the functional currency. The Company translates the assets and liabilities of Nuvve Denmark into U.S. dollars using exchange rates in effect at the balance sheet date. Revenues and expenses for the subsidiary are translated using rates that approximate those in effect during the period. The resulting translation gain and loss adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income (loss) within stockholders’ equity in the consolidated balance sheets. Foreign currency translation adjustments are included in other comprehensive income in the consolidated statements of operations and comprehensive loss. F-12 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (j) Cash and Restricted Cash The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation, which is up to $250,000. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. In connection with a new office lease agreement, the Company was required to provide 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, 2024 and December 31, 2023 was $ 320,000 and $ 480,000 , respectively. (k) Accounts Receivable Accounts receivable consist primarily of payments due from customers under the Company’s contracts with customers. The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, assessment of their credit history, and review of the invoicing terms of the contract. The Company maintains an allowance for credit losses on customer accounts when deemed necessary. Based on the analysis, the Compa ny recorded an allowance for credit losses as o f December 31, 2024 and December 31, 2023. See Note 7 for details. (l) Concentrations of Credit Risk At December 31, 2024 and 2023, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits) and trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the years ended December 31, 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. At December 31, 2024, three customers in aggregate accounted for 71.6 % of accounts receivable. At December 31, 2023, three customers in aggregate accounted for 60.9 % of accounts receivable. Approximately 81.3 % and 74.0 % of the Company’s trade accounts receivable balance was with five customers at December 31, 2024 and 2023, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all potential credit losses have been appropriately considered in establishing the allowance for doubtful accounts. (m) Inventories Inventories, consisting primarily of DC chargers, are stated at the lower of cost or net realizable value. The Company values its inventories using the first-in, first-out method. Cost includes purchased products. Net realizable value is based on current selling prices less costs of disposal. At December 31, 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. (n) Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective asset. Maintenance and repairs are expensed as incurred while betterments are capitalized. Upon sale or disposition of assets, any gain or loss is included in the consolidated statement of operations. (o) Intangible Assets Intangible assets consist of patents which are amortized over the period of estimated benefit using the straight-line method. No significant residual value is estimated for intangible assets. F-13 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (p) Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment, including evaluating the useful lives for amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There were no such write-downs for the years ended December 31, 2024 and 2023. (q) Investments in Equity Securities Without Readily Determinable Fair Values Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity, and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. In February 2019, the Company invested in common shares of Dreev SaS, (“Dreev”). Dreev is a nonpublic entity, for which there is no readily determinable fair value. As of December 31, 2024, and December 31, 2023, the Company’s investment in Dreev was accounted for as an investment in equity securities without a readily determinable fair value. The Company did not recognize an impairment loss on its investment during the year ended December 31, 2024 or the year ended December 31, 2023. (r) Employee Savings Plan The Company maintains a savings plan on behalf of its employees that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to the statutory limits. For the years ended December 31, 2024 and 2023, the Company did not contribute to the savings plan. (s) Fair Value Measurement The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses, and warrants. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible. The Company also considers counterparty risk and its own credit risk in its assessment of fair value. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are defined as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. • Level 3 – Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. (t) Net Loss Per Share Attributable to Common Stockholders 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 ). F-14 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (u) Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for credits and any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company recognizes revenue through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s revenue is primarily derived from sales of EV charging stations, school buses, fees for cloud computing services related to providing access to the Company’s GIVe platform, and fees for extended warranty and maintenance services. The Company also has performed certain software development services and received government grants. GIVe platform access is considered a monthly series comprised of one performance obligation and fees are recognized as revenue in the period the services are provided to and consumed by the customer. The transaction price for each contract is allocated between the identified performance obligations based on relative estimated standalone selling prices. The Company occasionally enters into contracts with customers in which EV charging stations are sold at a discount in exchange for a higher percentage of revenue share from the customer selling energy through the GIVe platform or from carbon credits. Due to the long-term nature of these payment terms, certain contracts are considered to have significant financing components as it relates to the equipment. The Company estimates the effect of any significant financing component and records the revenue associated with the EV charging stations at the estimated present value of the expected stream of payments. As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income in Other income (expense) in the consolidated statements of operations using the effective yield method. Products – The Company sells EV charging stations either on a standalone basis or together with services such as access to the GIVe platform, extended warranty and maintenance services. When the sale of charging station is a distinct performance obligation, revenue is recognized upon delivery. For other customer contracts, the charging stations are sold as part of a solution and are not distinct from the services, and revenue from the charging station is recognized upon completion of installation and commissioning of the equipment. Services – Specific contracts contain licenses to the software that provides the V2G functionality for one - to twelve-year contract periods through access to the Company’s software as a service GIVe platform application. The Company determined that the nature of the GIVe application performance obligation is providing continuous access to its GIVe application for the contract period. Although the activities that the customer may be able to perform via the GIVe application may vary from day to day, the overall promise is to provide continuous access to the GIVe application to the customer for a period of one - to twelve years . Thus, access to the GIVe application represents a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company has determined that for GIVe SaaS revenue, the best indicator for the transfer of control is the passage of time. The payment terms for some of the Company’s service contracts include revenue sharing arrangements whereby the Company is entitled to the right to receive a portion of the revenue generated by the customer selling energy through the GIVe platform or from carbon credits received as a result of the customer using the GIVe platform. Revenue is recognized as it is received. The Company has entered into various agreements for research and development and software development services. The terms of these arrangements typically include terms whereby the Company receives milestone payments in accordance with the scope of services outlined in the respective agreement or is reimbursed for allowable costs. At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue associated with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. The Company applies judgment in evaluating factors such as the scientific, regulatory, F-15 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) commercial, and other risks that must be overcome to achieve a particular milestone in making this assessment. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revenue arising from reimbursed allowable costs are recognized as the costs are submitted and approved by the applicable agency. The Company occasionally sells extended warranty contracts on the charging stations, which includes maintenance of the equipment for a period (e.g., three years , five years , 10 years, 12 years). The warranty provides the customer with assurance that the product will function as intended for the period of the contract and maintenance services related to the equipment. Since the warranty provides a customer with a service in addition to the assurance that the product complies with agreed-upon specifications, the promised service is a performance obligation. Access to the warranty services represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer, and the Company recognizes warranty revenue ratably with the passage of time. 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. 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. In this instance, revenue is recognized when; 1) the risks of ownership, including title, have passed to the customer, 2) the product must be identified separately as belonging to the customer, 3) the product currently must be ready for physical transfer to the customer, and 4) the Company does not have the ability to use the product or to direct it to another customer. Grant revenue – The Company has concluded that grants are not within the scope of ASC 606, as government entities do not meet the definition of a “customer” as defined by ASC 606, and as for the grants, there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company has concluded these government grants meet the definition of a contribution and are non-reciprocal transactions; however, ASC Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition, does not apply, as the Company is a business entity, and the grants are with a governmental agency. Revenues from each grant are based upon internal costs incurred that are specifically covered by the grant. Revenue is recognized as the Company incurs expenses that are related to the grant. The Company believes this policy is consistent with the overarching premise in ASC 606, to ensure that it recognizes revenues to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services, even though there is no “exchange” as defined in the ASC. The Company believes the recognition of revenue as costs are incurred and amounts become earned/realizable is analogous to the concept of transfer of control of a service over time under ASC 606. The Company considers contract modifications to exist when the modification either creates new or makes changes to the existing enforceable rights and obligations. Contract modifications for services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. The Company’s contract liabilities consist solely of deferred revenue related to amounts billed or received in advance of services or products delivered. (v) Cost of Revenue Cost of revenue consists primarily of costs of material, including hardware and software costs, and costs of providing services, including employee compensation and other costs associated with supporting these functions. Cost of revenue does not include depreciation and amortization costs. F-16 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (w) Contract Costs Under ASC Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers (“ASC 340-40”), the Company defers all incremental costs, including commissions, and costs incurred to obtain or to perform contracts, and amortizes these costs over the expected period of benefit which is generally the life of the contract. The Company evaluated incremental contract costs for contracts in place as of December 31, 2024, and December 31, 2023 and determined that these costs are recoverable. (x) Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes, (“ASC 740”), under which it recognizes deferred income taxes, net of valuation allowances, for net operating losses, tax credit carryforwards, and the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. 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 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. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit or obligation as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. (y) Research and Development The Company expenses research and development costs as incurred. External software development expense is included in research and development costs except for those costs which require capitalization in accordance with GAAP. Certain research and development costs are related to performance on grant contracts. (z) Share-Based Compensation The Company accounts for all share-based compensations costs granted to employees and non-employees under the method prescribed by ASC 718-10, Stock Compensation ( Note 13 ). Stock-based compensation cost is measured based on the estimated grant date fair value of the award and is recognized as expense over the requisite service period. The Company accounts for forfeitures as they occur. (aa) Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The Company has entered into leases for building facilities and vehicles. The Company’s leases have contractual terms of up to 10 years, some of which have options to extend the lease. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. F-17 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the implicit rate on most of the Company's leases are not reasonable determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Lease expense is primarily recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are combined for certain assets classes. (ab) Recently adopted accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures . ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the Company’s CODM. 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 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 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 . ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s fiscal year ending December 31, 2025. Early adoption is permitted and the amendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. 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; (c) depreciation; (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. GAAP. 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. F-18 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 3 – Revenue Recognition The disclosures below discuss the Company’s material revenue contracts. The following table provides information regarding disaggregated revenue: Years Ended December 31, 2024 2023 Revenue recognized over time: Services - engineering and others (1) $ 1,986,008 $ 1,322,953 Grid services 321,671 839,265 Grants 409,977 326,757 Revenue recognized at point in time: Products 2,568,573 5,843,187 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): 2025 $ 506,496 2026 466,594 2027 154,737 2028 78,250 Thereafter 72,166 Total (1) $ 1,278,243 __________________ (1) The revenue recognition is subject to the completion of construction and commissioning of the EV infrastructure. The following table summarizes the Company’s revenues by geography: Years Ended December 31, 2024 2023 United States $ 4,979,722 $ 7,858,583 United Kingdom — 33,047 Denmark 306,507 440,532 $ 5,286,229 $ 8,332,162 F-19 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 4 – Fair Value Measurements The following are the liabilities measured at fair value on the consolidated balance sheet at December 31, 2024 and December 31, 2023, using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Level 1: Quoted Prices in Active Markets for Identical Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at December 31, 2024 Total Gains (Losses) For The Year Ended December 31, 2024 Recurring fair value measurements 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 ) Total recurring fair value measurements $ — $ — $ 3,174,249 $ 3,174,249 $ 4,103,400 Level 1: Quoted Prices in Active Markets for Identical Assets Level 2: Significant Other Observable Inputs Level 3: Significant Unobservable Inputs Total at December 31, 2023 Total Gains (Losses) For The Year Ended December 31, 2023 Recurring fair value measurements 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 Total recurring fair value measurements $ — $ — $ 314,349 $ 314,349 $ 265,760 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 - 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 Balance at December 31, 2024 $ — $ — $ 291,566 $ 292,234 $ 2,475,162 $ 5,950 $ 109,337 $ — The fair value of the level 3 Private Warrants was estimated at December 31, 2023 using the Black-Scholes model which used the following inputs: term of 2.2 years, risk free rate of 4.18 %, no dividends, volatility of 60.0 %, and strike price of $ 4,600.00 . F-20 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 . 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 3.87 %, no dividends, volatility of 79.0 % and probability of redemptions triggered of 75.0 %. There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2024 and 2023. Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments. Note 5 - Derivative Liability - Non-Controlling Redeemable Preferred Stock The Company 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. 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 . For additional information on the non-controlling redeemable preferred stock, see Note 19 . The following table displays the fair value of derivatives by balance sheet line item: F-21 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) December 31, 2024 December 31, 2023 Other long term liabilities: 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 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. 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 The following tables summarizes the Company's account receivables: As of December 31, 2024 2023 Trade receivables $ 2,463,821 $ 2,107,497 Less: allowance for credit losses ( 315,623 ) ( 382,598 ) Accounts receivable, net $ 2,148,198 $ 1,724,899 Allowance for credit losses: Balance December 31, 2022 $ ( 58,834 ) Provision ( 323,764 ) Write-off — Recoveries — Balance December 31, 2023 $ ( 382,598 ) Provision ( 41,082 ) Write-off — Recoveries 108,057 Balance December 31, 2024 $ ( 315,623 ) Note 8 – Inventories The following table summarizes the Company’s inventories balance by category: As of December 31, 2024 2023 DC Chargers $ 3,966,115 $ 5,275,934 AC Chargers 474,154 236,316 Component parts and Carbon Credits 151,633 377,203 Total $ 4,591,902 $ 5,889,453 F-22 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 9 – Property, Plant and Equipment The following table summarizes the Company’s property, plant and equipment balance: Useful Lives As of December 31, 2024 2023 Computers & servers 1 year to 3 years $ 171,977 $ 154,337 Vehicles 5 years to 7 years 65,414 65,577 Office furniture and equipment 3 years to 5 years 366,323 366,323 DC Chargers (1) 5 years to 7 years 621,707 598,820 Total 1,225,421 1,185,057 Less: Accumulated Depreciation ( 611,463 ) ( 418,793 ) Property, plant and equipment, net $ 613,958 $ 766,264 As of December 31, 2024 2023 Depreciation expense $ 198,534 $ 249,123 __________________ (1) Represents DC Chargers temporary loaned out to customers while their DC Chargers are being repaired. Note 10 – Intangible Assets At both December 31, 2024 and 2023, the Company had recorded a gross intangible asset balance of $ 2,091,556 , which is related to patent and intangible property rights acquired. Amortization expense of intangible assets were $ 139,437 for each of the years ended December 31, 2024 and 2023. Accumulated amortization totaled $ 1,028,790 and $ 889,353 at December 31, 2024 and 2023, respectively. The net amount of intangible assets of $ 1,062,766 at December 31, 2024, will be amortized over the weighted average remaining life of 7.8 years . Total estimated future amortization expense is as follows: 2025 $ 139,437 2026 137,770 2027 132,770 2028 132,770 2029 132,770 Thereafter 387,249 $ 1,062,766 F-23 NUVVE HOLDING CORP. AND SUBSIDIARIES 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, 2024 2023 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 — Less: unamortized debt issuance costs and discounts ( 84,170 ) — Total debt 5,487,831 — Less: 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 2026 — 2027 840,500 $ 5,487,831 Term Loan 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 F-24 NUVVE HOLDING CORP. AND SUBSIDIARIES 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 F-25 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 . F-26 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 12 – Stockholders’ Equity Reverse Stock Split 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. 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, and the Board approved a 1-for-10 reverse split ratio for the September 2024 Reverse Stock Split, which became effective September 17, 2024. 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 As of December 31, 2024, the Company has authorized two classes of stock to be designated, respectively, common stock, and preferred stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 101,000,000 , of which 100,000,000 authorized shares are Common Stock with a par value of $ 0.0001 per share (“Common Stock”), and 1,000,000 authorized shares are Preferred Stock of the par value of $ 0.0001 per share (“Preferred Stock”). 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 The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. No preferred stock of Nuvve Holding have been issued and or are outstanding. Common Stock General : The voting, dividend, liquidation, conversion, and stock split rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote. Voting : Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company (as in effect at the time in question) (the “Bylaws”) and applicable law on all matters put to a vote of the stockholders of the Company. Dividends : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Common Stock shall be entitled to the payment of dividends when and as declared F-27 NUVVE HOLDING CORP. AND SUBSIDIARIES 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. Liquidation : Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder. 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: 1. 303,500 shares of common stock; 2. 176,500 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock; 3. 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; 4. 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; and 5. 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 of any of the foregoing securities, in one or more series, from time to time and in one or more offerings up to a total dollar amount of $ 100.0 million. The shelf registration statement was declared effective on May 5, 2022. The Company was able to raise capital by issuing securities pursuant to its effective shelf registration statement. 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 F-28 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. The Company reimbursed the Agent for fees and disbursements of its legal counsel in the amount of $ 50,000 . During the year ended December 31, 2023 , the Company sold 3,780 shares of common stock pursuant to the ATM Agreement at an average price of $ 256.00 per share for aggregate net proceeds of approximately $ 0.9 million. Effective October 16, 2023, the Company and the Agent agreed to terminate the ATM Agreement . February 2023 Registered Direct Offering On February 17, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 1,359 shares of common stock in a registered direct offering (the “February 2023 Offering”). The offering price for the shares was $ 368.00 per share of common stock. The closing of the February 2023 Offering occurred on February 21, 2023. The aggregate gross proceeds from the February 2023 Offering was approximately $ 0.5 million. Chardan Capital Markets LLC acted as the placement agent for the February 2023 Offering and received a sales commission of 6.0 % of the gross proceeds. April 2023 Registered Direct Offering On April 14, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 4,545 shares of common stock in a registered direct offering (the “April 2023 Offering”). The offering price for the shares was $ 220.00 per share of common stock. The closing of the April 2023 Offering occurred on April 17, 2023. The aggregate gross proceeds from the April 2023 Offering was approximately $ 1.0 million. Chardan Capital Markets LLC acted as the placement agent for the April 2023 Offering and received a sales commission of 6.0 % of the gross proceeds. June 2023 Registered Direct Offering On June 6, 2023, the Company entered into a subscription agreement with a certain institutional and accredited investor, relating to the issuance and sale of 6,231 shares of common stock in a registered direct offering (the “June 2023 Offering”). The offering price for the shares was $ 160.00 per share of common stock. The closing of the June 2023 Offering occurred on June 6, 2023. The aggregate gross proceeds from the June 2023 Offering was approximately $ 1.0 million. Chardan Capital Markets LLC acted as the placement agent for the June 2023 Offering and received a sales commission of 6.0 % of the gross proceeds. October 2023 Offerings On October 18, 2023, the Company entered into a marketed offering relating to the issuance and sale of 17,857 shares of its common stock. The offering price for the shares was $ 56.00 per share of common stock. The closing of the offering occurred on October 20, 2023. The aggregate gross proceeds from the market offering was approximately $ 1.0 million. Aegis Capital Corp acted as the underwriting agent of offering and received underwriting discounts and commissions equal to 7.0 % of the gross proceeds. In addition, the Company granted Aegis Capital Corp. a 45-day option to purchase up to 267,857 of additional shares of common stock, less underwriting discounts and commissions solely to cover over-allotments. On October 20, 2023, Aegis exercised the option to purchase over-allotments shares of 1,993 at offering price of $ 56.00 per share. The aggregate gross proceeds from the exercise of over-allotments shares was approximately $ 0.1 million. Aegis Capital Corp received underwriting discounts and commissions equal to 7.0 % of the gross proceeds of the exercise of the over-allotment option. On October 25, 2023 the Company entered into a definitive agreement with a single institutional investor for the purchase and sale of 34,432 shares of common stock and pre-funded warrants to acquire shares of common stock in a registered direct offering. The purchase price of each share was $ 60.00 per share. The purchase price for the pre-funded warrants is equivalent to the purchase price for the shares, less the exercise price of $ 0.0001 . The aggregate gross proceeds to the Company was approximately $ 2.1 million . The transaction closed on October 27, 2023, and was subject to the satisfaction of customary closing conditions. Securities Purchase Agreement, Pre-Funded Warrants and Warrants On July 27, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional and accredited investor (the “Purchaser”), relating to the issuance and sale of 5,375 shares (the “Shares”) of common stock (the “Common Stock”), pre-funded warrants to purchase an aggregate of 4,625 shares of Common Stock (the “Pre-Funded Warrants”), and warrants (the “July 2022 Warrants”) to purchase an aggregate of 10,000 shares of Common Stock in a registered direct offering (the “July 2022 Offering”). The offering closed on July 29, 2022. F-29 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. Each Pre-Funded Warrant has an exercise price of $ 0.040 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. The July 2022 Warrants have an exercise price of $ 1,500.00 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and each July 2022 Warrant is exercisable for one share of Common Stock. The July 2022 Warrants are exercisable beginning six months from the date of issuance and the Pre-Funded Warrants are be exercisable immediately upon issuance. The Pre-Funded Warrants terminate when fully exercised and the July 2022 Warrants terminate five years from the initial exercisability date. The aggregate gross proceeds to the Company from the July 2022 Offering were approximately $ 14.0 million and net proceeds were approximately $ 13.1 million, excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Warrants. The Company used the net proceeds from the July 2022 Offering for working capital and general corporate purposes. The fair values of the Pre-Funded warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the Pre-Funded warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The 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 of the unvested warrants recorded in the consolidated statement of operations. Craig-Hallum Capital Group LLC (the “Placement Agent”) was the exclusive placement agent for the July 2022 Offering. The July 2022 Offering was made pursuant to the Registration Statement, a base prospectus included as part of the registration statement, and a final prospectus supplement filed with the SEC on July 28, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Placement Agency Agreement In connection with the July 2022 Offering, the Company also entered into a Placement Agency Agreement with the Placement Agent. Pursuant to the Placement Agency Agreement, the Company paid to the Placement Agent a fee equal to 6.0 % of the gross proceeds received by the Company in the July 2022 Offering in the form of cash. Warrants - Stonepeak and Evolve On May 17, 2021, in connection with the signing of a letter of agreement, relating to the formation of Levo (the "Letter Agreement"), the Company issued to Stonepeak and Evolve ten years warrants to purchase common stock (allocated 90 % to Stonepeak and 10 % to Evolve). See below for details. The grant-date fair value of the warrants issued to Stonepeak and Evolve were: series B $ 12.8 million, series C $ 5.6 million, series D $ 4.8 million, series E $ 3.8 million and series F $ 3.2 million. The fair values of the vested warrants are recorded in the consolidated balance sheets in additional-paid-in capital in stockholders' equity as the warrants are indexed to the Company’s common stock and meet the conditions for equity classification. The unvested warrants are recorded as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations as the unvested warrants are deemed not to be indexed to the Company’s common stock. See Note 4 for details. • Series B warrants to purchase 5,000 shares of the Company’s common stock, at an exercise price of $ 4,000.00 per share, which are fully vested upon issuance, • Series C warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 6,000.00 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 $ 125 million in aggregate capital expenditures, • 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, • 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 • Series F warrants to purchase 2,500 shares of the Company’s common stock, at an exercise price of $ 16,000.00 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 $ 500 million in aggregate capital expenditures. The warrants may be exercised at any time on or after the date that is 180 days after the applicable vesting date. In connection with, 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. F-30 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Securities Purchase Agreement On May 17, 2021, in connection with the signing of a Letter Agreement relating to the formation of a venture, Levo, the Company entered into a Securities Purchase Agreement with Stonepeak and Evolve which provides them from time to time between November 13, 2021 and November 17, 2028, with the option in their sole discretion, to purchase up to an aggregate of $ 250 million in shares of the Company’s common stock at a purchase price of $ 20,000.00 per share (allocated 90 % to Stonepeak and 10 % to Evolve). The grant-date fair value of the options to purchase shares of the Company’s common stock was $ 12.6 million, and is recorded in the consolidated balance sheets as equity in additional-paid-in capital, as it is indexed to the Company’s common stock and meets the conditions for equity classification . In connection with the signing of the Letter Agreement, as reference above, the Company also entered into a Securities Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Stonepeak and Evolve. The SPA includes customary representations and warranties and closing conditions and customary indemnification provisions. In addition, Stonepeak and Evolve may elect to purchase shares under the SPA on a cashless basis in the event of a change of control of the Company. 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 In connection with its initial public offering on February 19, 2020, Newborn sold 14,375 units, which included one warrant to purchase Newborn’s common stock (the “Public Warrants”). Also, on February 19, 2020, NeoGenesis Holding Co., Ltd., Newborn’s sponsor (“the Sponsor”), purchased an aggregate of 681 private units, each of which included one warrant (the “Private Warrants”), which have the same terms as the Public Warrants. Upon completion of the merger between Nuvve and Newborn, the Public Warrants and Private Warrants were automatically converted to warrants to purchase Common Stock of the Company. Each of the Public Warrants and Private Warrants entitles the holder to purchase one-half of a share of Nuvve’s Common Stock at a price of $ 4,600.00 per share. The term of the warrants commenced on March 19, 2021, the date of completion of the Business Combination, and expire on March 19, 2026. The Company may redeem the Public Warrants at a price of $ 4.00 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $ 6,600.00 per share for any 20 trading days within a 30 -trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such Warrants during the 30 day redemption period. If the Company decides to redeem the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The terms of the Private Warrants are identical to the Public Warrants as described above, except that the Private Warrants are not redeemable so long as they are held by the Sponsor or its permitted transferees. Concurrently with the execution of the Merger Agreement, on November 11, 2020, Newborn entered into subscription agreements with certain accredited investors pursuant to which the investors agreed to purchase 35,625 of Newborn’s common stock, at a purchase price of $ 400.00 per share, for an aggregate purchase price of $ 14,250,000 (the PIPE). Upon closing of the PIPE immediately prior to the closing of the Business Combination, the PIPE investors also received 1.9 PIPE Warrants to purchase the Company’s Common Stock for each share of Common Stock purchased. The PIPE Warrants are each exercisable for one-half of a common share at $ 4,600.00 per share and have the same terms as described above for the Public Warrants. The PIPE investors received demand and piggyback registration rights in connection with the securities issued to them. 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. F-31 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table is a summary of the number of shares of the Company’s Common Stock issuable upon exercise of warrants outstanding at December 31, 2024: Number of Warrants Number of Warrants Exercised Number of Warrants Canceled Number of Warrants Exercisable Exercise Price Expiration Date Public Warrants 7,188 — — 7,188 $ 4,600.00 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 Stonepeak/Evolve Warrants - series C 2,500 — 2,500 — $ 6,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series D 2,500 — 2,500 — $ 8,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series E 2,500 — 2,500 — $ 12,000.00 May 17, 2031 Stonepeak/Evolve Warrants - series F 2,500 — 2,500 — $ 16,000.00 May 17, 2031 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 Unit Purchase Option On February 19, 2020, Newborn sold to the underwriters of its initial public offering for $ 100 , a unit purchase option ("UPO") to purchase up to a total of 791 units at $ 4,600.00 per unit (or an aggregate exercise price of $ 3,636,875 ) commencing on the date of Newborn's initial business combination, March 19, 2021, and expiring February 13, 2025. Each unit issuable upon exercise of the UPO consists of one and one-tenth of a share of the Company's common stock and one warrant to purchase one share of the Company's common stock at the exercise price of $ 4,600.00 per share. The warrant has the same terms as the Public Warrant. In no event will the Company be required to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holders of the unit purchase option have demand and "piggy back" registration rights for periods of five and seven years , respectively, from the effective date of the IPO, including securities directly and indirectly issuable upon exercise of the unit purchase option. The UPO is classified within stockholders’ equity 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, 2024 2023 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 F-32 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 13 – Share-Based Compensation In 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provides for the grant of restricted stock awards, stock options, and other share-based awards to employees, consultants, and directors. In November 2020, the Company’s Board of Directors extended the term of the 2010 Plan to July 1, 2021. In 2021, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which provides for the grant of restricted stock awards, incentive and non-statutory stock options, and other share-based awards to employees, consultants, and directors. 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, 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 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. Share-based compensation expense recognized in selling, general, and administrative, and research and development are as follows: Years Ended December 31, 2024 2023 Options $ 2,370,564 $ 2,676,963 Restricted stock 249,395 1,616,782 Stock options - modified options 169 43,139 Profit interest units — ( 229,250 ) Total $ 2,620,127 $ 4,107,634 The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options. Fair value is estimated at the date of grant for employee and nonemployee options. The following assumptions were used in the Black-Scholes option pricing model to calculate the fair value of stock options granted for the year ended December 31, 2024 the 2020 Plan. 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: Shares Weighted- Average Exercise Price per Share($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value($) Outstanding - December 31, 2023 1,916 1,033.98 3.53 — Granted — — — — Exercised — — — — Forfeited — — — — Expired/Cancelled — — — — Outstanding - December 31, 2024 1,916 1,033.98 2.54 — Options Exercisable at December 31, 2024 1,916 1,033.98 2.54 — Option Vested at December 31, 2024 1,916 1,033.98 2.54 — F-33 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following is a summary of the stock option activity under the 2020 Plan for the year ended December 31, 2024: Shares Weighted- Average Exercise Price per Share ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value($) Outstanding - December 31, 2023 4,931 3,773.62 7.91 — Granted — — 0.00 — Exercised — — — — Forfeited ( 100 ) 618.64 — — Expired/Cancelled ( 88 ) 1,900.59 — — Outstanding - December 31, 2024 4,743 3,874.89 6.68 — Options Exercisable at December 31, 2024 3,415 5,024.23 6.39 — Option Vested at December 31, 2024 3,415 5,024.23 6.39 — 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. The amount of additional compensation expense for the year ended December 31, 2024 and December 31, 2023, respectively, was $ 169 and $ 43,139 , respectively. Other Information: Years Ended December 31, 2024 2023 Amount received from option exercised $ — $ — December 31, 2024 Weighted average remaining recognition period Total unrecognized options compensation costs $ 593,163 0.35 No amounts relating to the 2010 Plan or 2020 Plan have been capitalized. A summary of the status of the Company’s nonvested restricted stock units as of December 31, 2023, and changes during the year ended December 31, 2024, is presented below: Shares Weighted- Average Grant Date Fair Value($) Nonvested at December 31, 2023 1,051 2,206.09 Granted — — Vested/Release ( 36 ) 1,420.98 Cancelled/Forfeited ( 1,015 ) 266.19 Nonvested and Outstanding at December 31, 2024 — — As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested restricted stock. F-34 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 14 – Income Taxes Income (loss) before taxes includes the following components: Years Ended December 31, 2024 2023 United States $ ( 16,425,567 ) $ ( 29,832,486 ) Foreign ( 999,245 ) ( 1,462,701 ) Total income (loss) before income taxes ( 17,424,812 ) ( 31,295,187 ) Income tax expense is summarized as follows: Years Ended December 31, 2024 2023 Federal $ — $ — State 1,600 1,600 Current income tax expense 1,600 1,600 Federal — — State — — Deferred income tax expense $ — $ — Income tax expense $ 1,600 $ 1,600 The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21% to loss before taxes is as follows: Years Ended December 31, 2024 2023 Federal income tax benefit at statutory federal tax rate $ ( 3,659,211 ) $ ( 6,571,989 ) State income tax, net of federal benefit ( 792,182 ) ( 1,867,043 ) Noncontrolling interest — 2,616 Stock compensation 516,159 ( 781,075 ) Change in fair value of warrants ( 714,690 ) ( 45,415 ) Change in valuation allowance 4,335,676 9,298,929 Finance costs — ( 41,391 ) Other 315,848 6,968 Income tax expense $ 1,600 $ 1,600 F-35 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Significant components of the Company’s deferred tax assets (liabilities) are as follows: Years Ended December 31, 2024 2023 Equity investment $ ( 386,544 ) $ ( 467,463 ) Accrued liabilities and other 3,043,132 3,300,936 Right-of-use assets ( 1,158,556 ) ( 1,261,194 ) Lease liabilities 1,332,754 1,434,002 Research and experimental expenditures 2,678,310 2,689,390 Net operating losses 26,176,691 21,654,440 Net deferred tax assets (liabilities) before valuation allowance 31,685,787 27,350,111 Valuation allowance ( 31,685,787 ) ( 27,350,111 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2024, the Company had federal net operating loss carryforwards of approximately $ 95,157,000 and state net operating loss carryforwards of approximately $ 53,231,000 . Of the federal net operating loss carryforwards, $ 3,070,000 will begin to expire in 2034, and the remainder do not expire. The state net operating loss carryforwards will begin to expire in 2034. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company believes that there has not been a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects that it will be able to utilize these tax attributes. A valuation allowance of $ 31,685,787 as of December 31, 2024, has been established against the Company’s deferred tax assets as it is more likely than not such assets will not be realized. The valuation allowance increased by $ 4,335,676 during the year ended December 31, 2024. 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. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. As of December 31, 2024, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company does not anticipate material unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal and state income tax as well as income tax in various foreign countries. Due to net operating loss carryforwards from earlier years, the Company’s U.S. income tax returns are open to audit for the years ended December 31, 2014 through 2024. The Company’s foreign income tax returns are open to audit for the years ended December 3 1, 2018 t hrough 2024. F-36 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 15 – Net Loss Per Share Attributable to Common Stockholders The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders: Years Ended December 31, 2024 2023 Net loss attributable to Nuvve Holding Corp. common stockholders $ ( 17,397,603 ) $ ( 32,215,790 ) Weighted-average shares used to compute net loss per share attributable to Nuvve common stockholders, basic and diluted 646,329 79,827 Net loss per share attributable to Nuvve common stockholders, basic and diluted $ ( 26.92 ) $ ( 403.57 ) The following outstanding shares of common stock equivalents were excluded from the calculation of the diluted net loss per share attributable to Nuvve common stockholders because their effect would have been anti-dilutive: Years Ended December 31, 2024 2023 Stock options issued and outstanding 1,916 6,906 Nonvested restricted stock issued and outstanding 4,743 1,117 Public warrants 7,188 7,188 Private warrants 341 341 PIPE warrants 3,384 3,384 Stonepeak and Evolve warrants — 15,000 Stonepeak and Evolve options — 12,500 Institutional/Accredited Investor Pre-Funded Warrants — 11,267 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 Note 16 – Related Parties As described in Note 6 , the Company holds equity interests in and provides certain consulting services to Dreev, an entity in which a stockholder of the Company owns the other portion of Dreev’s equity interests. 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 . 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. 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. F-37 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 17 – Leases The Company has entered into leases for commercial office spaces and vehicles. These leases are not unilaterally cancellable by the Company, are legally enforceable, and specify fixed or minimum amounts. The leases expire at various dates through 2031 and provide for renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay real estate taxes, insurance, and repairs. Supplemental consolidated balance sheet information related to leases is as follows: Classification December 31, 2024 December 31, 2023 Operating lease assets Right-of-use operating lease assets $ 4,493,360 $ 4,839,526 Finance lease assets Property and equipment, net 6,890 13,154 Total lease assets $ 4,500,250 $ 4,852,680 Operating lease liabilities - current Operating lease liabilities - current $ 914,800 856,250 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 4,254,173 4,646,383 Finance lease liabilities - current Other liabilities - current 6,969 7,391 Finance lease liabilities - noncurrent Other long-term liabilities 1,519 7,764 Total lease liabilities $ 5,177,462 $ 5,517,788 The components of lease expense are as follows: Year Ended December 31, Year Ended December 31, Classification 2024 2023 Operating lease expense Selling, general and administrative $ 912,671 $ 914,533 Finance lease expense: Amortization of finance lease assets Selling, general and administrative 5,568 5,779 Interest on finance lease liabilities Interest (expense) income, net 1,180 1,801 Total lease expense $ 919,419 $ 922,113 Operating Lease Finance Lease Maturities of lease liabilities are as follows: December 31, 2024 December 31, 2024 2025 $ 953,976 $ 7,344 2026 981,717 1,742 2027 987,955 — 2028 937,727 — 2029 925,564 — Thereafter 1,935,262 — Total lease payments 6,722,201 9,086 Less: interest ( 1,553,227 ) ( 598 ) Total lease liabilities $ 5,168,974 $ 8,488 Lease term and discount rate: December 31, 2024 December 31, 2023 Weighted-average remaining lease terms (in years): Operating lease 6.7 7.8 Finance lease 1.3 2.5 Weighted-average discount rate: Operating lease 7.8 % 7.8 % Finance lease 7.8 % 7.8 % F-38 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Other Information: Years Ended December 31, Years Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 357,118 $ 476,208 Operating cash flows from finance leases related to interest expense $ 1,180 $ 1,801 Financing cash flows from finance leases $ 10,074 $ 8,140 Leased assets obtained in exchange for new finance lease liabilities $ 6,890 $ 13,154 Leased assets obtained in exchange for new operating lease liabilities $ — $ — Sublease In April 2022, the Company entered into a sublease agreement with certain local San Diego companies to sublease a portion of the Company's 4,811 square foot expansion. The term of the sublease is six months to twelve months with fixed base rental income ranging from $ 2,250 to $ 14,500 per month. 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: Year Ended December 31, Year Ended December 31, Classification 2024 2023 Sublease income Other, net $ 381,894 $ 466,888 Lessor In 2022, the Company entered into a 10 year master services agreement ("MSA") with a certain school district for FaaS to electrify their school bus fleet. A statement of work (“SOW”) for engineering, procurement and construction ("EPC") was also executed in conjunction with the MSA. As part of this SOW, the Company will provide electric vehicle supply equipment ("EVSE") and related warranties, infrastructure engineering and construction, installation of EVSE, and subscription services to Nuvve’s V2G GIVe platform. The MSA has both lease and non-lease components. The lease component is the EVSE and non-lease components are the EPCs. The Company accounted for the lease components as a sale-type lease with the investment in lease of $ 101,415 and $ 112,255 at December 31, 2024 and 2023, respectively . Lease income are as follows: Year Ended December 31, Year Ended December 31, Classification 2024 2023 Lease income Products $ 36,201 $ 24,027 Interest income Products 18,584 13,987 Total lease income $ 54,785 $ 38,014 F-39 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 18 – Commitments and Contingencies (a) Legal Matters The Company is subject to various claims and legal proceedings covering matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. Please see Note 17(e) and (f) below for details regarding legal proceedings pending with Company suppliers. (b) Research Agreement Effective September 1, 2016, the Company is party to a research agreement with a third party, which is also a Company stockholder, whereby the third party will perform research activity as specified annually by the Company. Under the terms of the agreement, the Company paid a minimum of $ 400,000 annually in equal quarterly installments. For the 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. (c) In-Licensing The Company is a party to a licensing agreement for non-exclusive rights to intellectual property which will expire at the later of the date at which the last patent underlying the intellectual property expires or 20 years from the sale of the first licensed product. Under the terms of the agreement, the Company will pay up to an aggregate of $ 700,000 in royalties upon achievement of certain milestones. As of December 31, 2024 and December 31, 2023, no royalty expenses had been incurred under this agreement . 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 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: Aggregated Vehicles Milestone Payment Amount 10,000 $ 500,000 20,000 750,000 40,000 750,000 60,000 750,000 80,000 750,000 100,000 1,000,000 200,000 1,000,000 250,000 2,000,000 $ 7,500,000 The Seller will retain a non-exclusive, royalty-free license, to utilize the intellectual property solely for research and education purposes. As of December 31, 2024, no royalty expenses had been incurred under this agreement. (d) Investment The Company is committed to possible future additional contributions to the Investment in Dreev ( Note 6 ) in the amount of $ 270,000 . F-40 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (e) Purchase Commitments On July 20, 2021, Nuvve issued a purchase order (“PO”) to its supplier, Rhombus Energy Solutions, Inc. (“Rhombus”), for a quantity of DC Chargers and dispensers for EVs (“DC Chargers”), for a total price of $ 13.2 million. A dispute (the "Dispute") arose as to the PO, and an arbitration proceeding was initiated. On February 2, 2024 (the “Settlement Date”), the Company and Rhombus entered into a settlement and release agreement (the “Settlement Agreement”) pursuant to which, among other things, the Company agreed to pay Rhombus approximately $ 0.46 million for certain initial DC Chargers within 15 days from the Settlement Date. The Company further agreed to pay Rhombus an aggregate of $ 2.40 million for certain DC Chargers upon shipment with payments correlating to the amounts shipped due prior to shipment, a minimum of 50 % of which shall be paid within 12 months after the Settlement date, with the remaining balance, if any, to be paid within 24 months after the Settlement Date. The Settlement Agreement further provides for the dismissal of the legal action as to the Company and Rhombus. 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 In October and November 2021, the Company purchased an aggregate of five school buses from a certain school bus dealership in Pittsburgh, Pennsylvania. Thereafter, the Company entered into agreements to sell these buses to a third-party purchasers. However, the dealership refused to release four of the buses and to provide the Company with a manufacturer statement of origin (an “MSO”) for all five buses, claiming that the Company owed them approximately $ 0.45 million in storage fees allegedly incurred since January 2022. The Company disputed that it had an obligation to pay the storage fees as well as the amount of fees demanded by the dealership, and filed a petition for preliminary injunction with the Court of Common Pleas of Allegheny County, Pennsylvania. On November 1, 2023, the court granted the Company's petition for preliminary injunction requiring the dealership to release and provide keys for the four buses and to provide the MSOs for all five buses, contingent on the Company posting an injunction bond in the amount of $ 0.55 million within seven days of the order. The Company timely posted the injunction bond on November 7, 2023. The storage fee dispute with the dealership was adjudicated as of December 31, 2024. F-41 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 19 - Non-Controlling Interest For entities that are consolidated, but not 100% owned, a portion of the net income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the net income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the consolidated financial statements. Non-controlling interests are presented outside as a separate component of stockholders’ equity on the Company’s consolidated Balance Sheets. The primary components of non-controlling interests are separately presented in the Company’s consolidated statements of changes in stockholders’ equity to clearly distinguish the interest in the Company and other ownership interests in the consolidated entities. Net income or loss includes the net income or loss attributable to the holders of non-controlling interests on the Company’s consolidated statements of operations. Net income or loss is allocated to non-controlling interests in proportion to their relative ownership interests. Levo Series B Redeemable Preferred Stock Levo is authorized to issue 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 Beginning Balance $ ( 4,894,101 ) $ ( 3,950,186 ) Add: net loss attributable to non-controlling interests $ ( 53,376 ) ( 12,456 ) Less: dividends paid or accrued to non-controlling interests 151,508 285,595 Less: 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 non-controlling interests presented as a separate component of the Company’s consolidated statements of operations: December 31, 2024 December 31, 2023 Net loss attributable to non-controlling interests $ ( 28,809 ) $ ( 12,456 ) Redeemable Non-controlling Interest Reconciliation — Mezzanine Equity December 31, 2024 December 31, 2023 Beginning balance $ 4,193,629 $ 3,547,765 Preferred share accretion adjustment $ 322,932 645,864 Cancellation of non-controlling interests $ ( 4,516,561 ) — Ending balance $ — $ 4,193,629 F-42 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Profits Interests Units (Class D Incentive Units) In April 2022, Levo issued Class D Incentive Units to certain key employees in the form of profits interests within the meaning of the Internal Revenue Service (“Profits Interests”). Any future distributions under the Profits Interests will only occur once distributions made to all other member units exceed a threshold amount. The Company performed an analysis of the key features of the Profits Interests to determine whether the nature of the Profits Interests are (a) an equity award which should be accounted for under ASC 718, Compensation – Stock Compensation or (b) a bonus arrangement which should be accounted for under ASC 710, Compensation – General . Based on the features of the Profits Interests, the awards are considered stock compensation to be accounted for as equity. Accordingly, compensation expense for the Profits Interests will be recognized over the vesting period of the awards. Subject to the grantee not incurring a termination prior to the applicable vesting date, the Incentive Units vest as follows: (i) 80 % of the Incentive Units will vest in equal 25 % installments on each of the first four (4) anniversaries of the grant date (such that 80 % of the total number of Incentive Units issued to the grantee hereunder will be vested on the fourth anniversary of the Grant Date) and (ii) the remaining 20 % of the Incentive Units will vest upon a Change of Control. Therefore, the expenses recorded will only reflect the 80 % vesting portion. During the 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: Shares Weighted- Average Grant Date Fair Value($) Nonvested at December 31, 2023 50,000 12.49 Granted — — Vested — — Cancelled (1) 50,000 12.49 Nonvested and Outstanding at December 31, 2024 — — As of December 31, 2024, there was zero of total unrecognized compensation cost related to nonvested Class D Incentive Units. F-43 NUVVE HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 2024 2023 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 Utilities. 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 ) F-44 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: December 31, 2024 December 31, 2023 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 Debt 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 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. F-45