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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 93 added, 133 removed, 270 unchanged (46% of the section changed)

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

We expect growth in company-owned charging stations and the related government grant funding to continue, but for such projects to constitute a declining percentage of our future business as our commercial operations expand.

We offer our customers networked charging stations, infrastructure, batteries, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, as well as low and in some cases free energy costs.

We expect reductions in company-owned charging stations and the related government grant funding, and such projects to constitute a declining percentage of our future business as our commercial operations expand.

We offer our customers networked charging stations, infrastructure, batteries, software, professional services, support, monitoring and parts and labor warranties required to run electric vehicle fleets, grid modernization, energy storage and management, as well as low and in some cases free energy costs.

We expect to generate revenue primarily from the provision of services to the grid via our GIVe software platform and sales of V2G-enabled charging stations and batteries.

In the case of light duty fleet and heavy duty fleet customers, we also may receive a mobility fee, which is a recurring fixed payment made by fleet customers per fleet vehicle.

In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive OEMs and charge point operators.

In addition, we may generate non-recurring engineering services revenue derived from the integration of our technology with automotive original equipment manufacturers ("OEMs") and charge point operators.

In the case of recurring grid services revenue generated via automotive OEM and charge point operator customer integrations, we may also share the recurring grid services revenue with the customer.

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

Levo was our consolidated subsidiary.

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

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

On October 15, 2024 (the “Closing Date” or “ LLC Interest Sale Closing”), we, 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 us for a de minimis price.

As a result of the LLC Interest Sale Closing, we became the 100% owner of Levo.

The Sale Agreement contains customary representations, warranties, and covenants.

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

Levo was a consolidated entity of the Company.

Please see Note 2 for the principles of consolidation.

On August 16, 2024, 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”).

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Deep Impact had limited business operations during the year ended December 31, 2025.

Fermata Energy II LLC

On April 25, 2025, we, Fermata Energy LLC (“Seller”), and the former noteholders of the Seller (the “Preferred Members”), entered into a series of definitive agreements to effect the acquisition of substantially all of the Seller’s assets by Fermata Energy II, LLC, a Delaware limited liability company (“Fermata”).

As a result of the transaction, we hold a 51% equity interest in Fermata as the sole common units member of Fermata entity, and the Preferred Members collectively hold the remaining 49% equity interest in the form of Fermata's entity class A preferred units.

Fermata is an entity formed for the principal purpose of developing and commercializing energy management and bidirectional charging technology solutions.

Please see Note 20 to the accompanying consolidated financial statements included elsewhere in this Annual Report for additional details of the acquisition.

Nuvve New Mexico LLC

In April 2025, we formed Nuvve New Mexico LLC, a new subsidiary created to support our recently awarded State of New Mexico contract.

The new entity serves as a regional representative company, ensuring the successful execution of the contract and the expansion of our innovative energy solutions across the state.

We hold majority membership interest in Nuvve New Mexico LLC as the Class A units holder.

Other members admitted into the Nuvve New Mexico LLC through subscription as investors hold the Class B units.

As of December 31, 2025 , three members have been admitted as Class B unit members with an aggregate subscription of 300,000 Class B units at $1.00 per unit.

Key Factors Affecting Our Business

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the Risk Factors described in Part I, Ite m 1A of this Annual Report.

Supply Chain Constraints

Global inventory delays, increased and unpredictable lead times, and process capacity pressures, could impact our ability to service customer demand.

During the years ended December 31, 2024 and 2023, we estimated that these disruptions could result in our future inability to fulfill customer orders which will in turn impact our net revenues.

In an effort to mitigate unpredictable lead times, we increased our inventory orders contributing to our elevated inventory levels at the end of those periods.

While we expect supply chain disruption to continue in 2025, we are planning a reduction in inventory buys, as we expect to fulfill customer demand using inventories on-hand.

Additionally, competition for, and price volatility of resources throughout the supply chain have increased, resulting in higher product costs.

Trends affecting the supply chain included fluctuating prices and inflationary pressures on labor and raw materials.

Trends such as these can result in higher product costs and increased pressure to reduce costs and raise product prices.

We continue to pursue mitigation strategies and create new efficiencies in our global supply chain.

Effects of Inflation

As inflationary pressures continued to have negative impact on global revenue, operating margins and net income, including increased costs of labor, products and freight, it did not have a significant impact on our results of operations in the year ended December 31, 2024.

However, if these inflationary pressures continue, our revenue, gross and operating margins and net income could be impacted in the year ending December 31, 2025.

Growth in EV Adoption

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If a material percentage of our customers were to claim these regulatory credits or choose to not assign the regulatory credits to us, our revenue from this source could decline significantly, which could have an adverse effect on our revenues and overall gross margin.

Further, the availability of such credits depends on continued governmental support for

these programs.

Further, the availability of such credits depends on continued governmental support for these programs.

If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future could be adversely impacted.

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We are positioned to grow our North American and European business through future partnerships with charge point operators, OEMs and leasing companies.

However, we may experience competition with other providers of EV charging station networks for installations.

For example, on March 6, 2026, we entered into the

Omnia Global Agreements between and among ourselves, Oelion, and Omnia.

Pursuant to the Omnia Global Agreements we have an option regarding an assignment of a 50 MW battery energy storage system (BESS) project located at Marviken, Sweden and to hold an interconnection agreement with the relevant grid operator.

We also plan to pursue expansion of our energy aggregation services and engineering and managerial consulting services in Europe regarding new projects by Omnia and its affiliates pursuant to the Omnia Global Agreements.

However, there can be no assurance that the projects envisioned by the Omnia Global Agreements will become a significantly meaningful portion of our business.

Further, we may experience competition with other providers of EV charging station networks for installations.

Many of these competitors have limited funding, which could lead to poor customer experiences and have a negative impact on overall EV adoption.

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Cost of services 503,039 1,410,051 (907,012) (64.3) %

Inventory impairment loss 3,469,895 — 3,469,895 NM

Selling, general and administrative expenses 26,752,318 17,671,110 9,081,208 51.4 %

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Operating loss (32,180,080) (20,460,431) (11,719,649) 57.3 %

Interest (expense) income, net (767,373) 108,182 (875,555) (809.3) %

Interest expense, net (1,955,781) (767,373) (1,188,408) 154.9 %

Change in fair value of convertible notes (140,575) 444,656 (585,231) (131.6) %

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Loss before taxes (31,549,988) (17,424,812) (14,125,176) 81.1 %

Income tax expense 1,600 1,600 — — %

Income tax (benefit) expense (1,000) 1,600 (2,600) (162.5) %

Net loss $ (31,548,988) $ (17,426,412) $ (14,122,576) 81.0 %

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Total revenue was $4.8 million for the year ended December 31, 2025, compared to $5.3 million for the year ended December 31, 2024, a decrease of $0.5 million, or 9.3%.

The decrease is attributed to a $3.3 million decrease in products due to lower customers sales orders and shipments, partially offset by an increase of $0.1 million in services revenue and an increase of $0.1 million in grants revenue.

Products and services revenue for the year ended December 31, 2024 consisted of sales of DC and AC Chargers of $2.6 million , grid services revenue of $0.3 million , and engineering services of $2.0 million driven by management fees of $0.8 million earned related to Fresno V2G i nfrastructure project management .

The decrease is attributed to a $1.1 million decrease in services revenue, partially offset by a $0.5 million increase in products due to higher customers sales orders and shipments, and increase of $0.15 million in grants revenue.

Products and services revenue for the year ended December 31, 2025 consisted of sales of DC and AC Chargers of $3.0 million , grid services revenue of $0.1 million , and engineering services of $1.1 million.

The decrease in service revenue is due to the absence of management fees earned related to the Fresno EV infrastructure project .

We stopped accruing management fees earned for the Fresno EV infrastructure project during the second quarter of 2025.

Cost of Product and Service Revenue

Cost of products and services revenues for the year ended December 31, 2024, decreased by $3.4 million to $3.5 million, or 49.4%, compared to $7.0 million for the year ended December 31, 2023 due to lower customers sales orders and shipments.

Products and services margins for the year ended December 31, 2024 increased by 14.7%, to 27.5%, compared to 12.8% for the same prior year period.

Margin benefited mostly from a lower mix of hardware charging stations sales, and a higher mix of engineering services during the year ended December 31, 2024 compared to December 31, 2023.

Cost of products and services revenues was $2.9 million for the year ended December 31, 2025, compared to $3.5 million for the year ended December 31, 2024, a decrease of $0.6 million, or 17.4%.

The decrease was primarily due to lower costs of service revenue.

Products and services margins for the year ended December 31, 2025 increased by 3.5%, to 31.0% for the year ended December 31, 2025, compared to 27.5% for the same prior year period.

Margin benefited mostly from a higher mix of hardware charging stations sales, and a lower mix of engineering services during the year ended December 31, 2025 compared to December 31, 2024.

Inventory Impairment Loss

During the fourth quarter of 2025, we determined that certain 125 kW V2G DC Chargers held in inventory and purchased from our former third party supplier were not conforming to our commercial product reliability standards and they would no longer be offered for sale domestically.

Given the commercial reliability issues with those DC chargers, we recognized a total inventory impairment charge of $3.47 million , reducing the carrying value of those inventories to zero.

The inventory impairment loss is presented as a separate line item in the consolidated statements of operations due to its significance.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal finance, and professional expenses.

Selling, general and administrative expenses were $17.7 million for the year ended December 31, 2024 as compared to $24.7 million for the year ended December 31, 2023, a decrease of $7.0 million, or 28.4%.

The decrease during the year ended December 31, 2024 was primarily attributable to decrease in compensation expenses of $3.6 million, including share-based compensation, decrease in outside services related expenses of $1.7 million , decrease in legal expenses of $0.7 million, decrease in office related expenses of $0.6 million , decrease in travel and marketing related expenses of $0.5 million , decrease in public company related expenses of $0.5 million, and de creases in bad debt expenses of $0.2 million, partially offset by information technology related expenses of $0.8 million.

Selling, general and administrative expenses were $26.8 million for the year ended December 31, 2025 as compared to $17.7 million for the year ended December 31, 2024, an increase of $9.1 million, or 51.4%.

The increase during the year ended December 31, 2025 was primarily attributable to the f air value of warrants expenses issued for cryptocurrency strategy consulting services of $8.2 million , increase in legal expenses of $1.4 million, increase in bad debt expenses of $1.0 million primarily related to management fees earned in the Fresno EV infrastructure project, increase in insurance related expenses of $0.3 million , increase in professional fees of $0.2 million , increase in outside services related expenses of $0.1 million , in crease in office related expenses of $0.2 million , in crease in travel and marketing related expenses of $0.5 million , partially offset by decrease in compensation expenses of $2.0 million, including share-based compensation, decrease in information technology related expenses of $0.5 million, and de crease in public company related expenses of $0.3 million.

Research and Development Expenses

Research and development expenses decreased by $4.2 million, or 48.2%, from $8.8 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31, 2024.

The decreases during the year ended December 31, 2024 were primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles.

Research and development expenses were $3.8 million for the year ended December 31, 2025, compared to $4.5 million for the year ended December 31, 2024, a decrease of $0.7 million, or 15.6%.

The decreases during the year ended December 31, 2025 were primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with vehicles and stationary batteries.

Other Income, net

Other income, net consists primarily of interest expense, change in fair value of warrants liability and derivative liability, and other income (expense).

Other income, net increased by $2.2 million of income, from $0.8 million of other income for the year ended December 31, 2023 to $3.04 million in other income for the year ended December 31, 2024.

The increase during the year ended December 31, 2024 was primarily attributable to the change in fair value of the warrants/investment rights liability, convertible notes, and derivative liability, sublease income related to the subleasing of part of our main office space (See Note 16 ), and interest expense on debt obligations.

In the years ended December 31, 2024 and 2023, we recorded nominal income tax expenses.

The income tax expenses during the years ended December 31, 2024 and 2023 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.

Net loss decreased by $13.9 million, or 44.3%, from $31.3 million for the year ended December 31, 2023 to $17.4 million for the year ended December 31, 2024.

The decrease in net loss was primarily due to increase in other income, net of $2.2 million, and a decrease in operating expenses of $11.6 million, which includes a decrease in cost of product and services of $3.4 million, and a decrease in revenue of $3.0 million for the aforementioned reasons.

Other income, net consists primarily of interest expense, change in fair value of convertible notes, change in fair value of warrants liability and derivative liability, sublease income, and other income (expense).

Other income, net was $0.63 million in other income for the year ended December 31, 2025, compared to $3.0 million in other income for the year ended December 31, 2024, a decrease of $2.4 million of income, or 79.2%.

The decrease during the year ended December 31, 2025 was primarily attributable to the change in fair values of the convertible notes and warrants liability, partially offset by increases in sublease income related to the subleasing of part of our main office space (See Note 16 ), and interest expense on debt obligations.

In the years ended December 31, 2025 and 2024, we recorded nominal income tax (benefit)/expenses.

The income tax (benefit)/expenses during the years ended December 31, 2025 and 2024 were nominal primarily due to operating losses that receive no tax benefits as a result of a valuation allowance.

Net loss was $31.5 million for the year ended December 31, 2025, compared to $17.4 million for the year ended December 31, 2024, an increase of $14.1 million, or 81.0%.

The increase in net loss was primarily driven by a decrease in revenue of $0.5 million, decrease in other income, net of $2.4 million, and an increase in operating expenses of $11.7 million, which includes a decrease in cost of product and services of $0.6 million for the aforementioned reasons.

Net Loss Attributable to Non-Controlling Interest

Net loss attributable to the non-controlling interest was $0.73 million and $0.03 million for the year ended December 31, 2025 and 2024, respectively.

Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Deep Impact and Levo entities.

We own 51% of Deep Impact common units during the year ended December 31, 2024, and 51% of Levo's common units during the year ended December 31, 2023.

We had determined that Deep Impact and Levo were variable interest entities (“VIE”) in which we were the primary beneficiary.

Accordingly, we consolidated Deep Impact and Levo, and recorded a non-controlling interest for the share of Deep Impact and Levo owned by other parties during the years ended December 31, 2024 and 2023.

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

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

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

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

Net loss is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in the entities.

Please see Note 18 to the Consolidated Financial Statements for detailed descriptions of the non-controlling interest.

Liquidity and Capital Resources

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Our cash used in operations were $16.6 million and $15.7 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024, we had a cash balance, working capital, and stockholders’ equity of $0.4 million, $2.1 million and $1.3 million, respectively.

As of December 31, 2025, we had a cash balance, working capital, and stockholders’ deficit of $5.5 million, $1.3 million and $2.4 million, respectively.

We have incurred net losses and negative cash flows from operations since our inception.

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However, there can be no assurance we will be successful in raising necessary funds in the future, on acceptable terms or at all.

February 2024 Public Offering

On January 31, 2024, we 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 (File No.

333-276415) filed with the SEC, which was declared effective as of January 31, 2024.

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

Craig-Hallum received underwriting discounts and commissions equal to 7.0% of the gross proceeds of the Offering, and is further entitled to receive 7.0% of the gross proceeds received by us in connection with the exercise of any of the outstanding Series B Warrants issued in the Offering.

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

303,500 shares of common stock;

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

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

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

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

Each share of common stock and Pre-Funded Warrant issued in the Offering was accompanied by a Series A Warrant to purchase one share of common stock, a Series B Warrant to purchase one share of common stock and a Series C Warrant to purchase one share of common stock.

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

The combined price per share of each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was equal to $19.9990, and the exercise price of each Pre-Funded Warrant is $0.0001 per share.

The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised.

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

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

Shelf Registration

On April 25, 2022, we filed a shelf registration statement with the SEC on Form S-3 which allow us, subject to limitations under the baby shelf rules discussed below, 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.

Shelf Registration Statement

On June 27, 2025, we filed a shelf registration statement on Form S-3 with the SEC which allows us, subject to limitations under the baby shelf rules discussed below, 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 $300.0 million.

The shelf registration statement was declared effective on July 7, 2025.

Our ability to utilize the full capacity of our shelf registration, or any future shelf registration on Form S-3, is limited by our compliance with the baby shelf rules.

Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement

periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float.

Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of securities that may be offered and sold by us under a Form S-3 registration statement, including pursuant to our shelf registration statement, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float.

As a result, we will be limited by the baby shelf rules until such time our public float exceeds $75 million, which means we only have the capacity to sell shares up to one-third of our public float under shelf registration statements in any twelve-month period.

Fresno Economic Opportunities Commission ("Fresno EOC")

On May 14, 2024 (the “Effective Date”), the Company and Fresno EOC entered into a master services agreement to outline the general scope of work, timeline, and pricing pursuant to which the Company will provide services and materials to Fresno EOC in connection with a turnkey fleet electrification program for its 50-shuttle fleet (the “Agreement”).

Pursuant to the Agreement, between the Effective Date and June 30, 2036 (the “Term”), the Company will be responsible for the design and construction of a 26,000 square foot parking lot and implementing a comprehensive electrification system for Fresno EOC’s transit fleet, including the installation of electric vehicle chargers, solar power generation hardware and integrating a battery storage system.

The Company also agreed to provide certain grant writing and project management services to Fresno EOC.

The total estimated fees and expenses payable to the Company by Fresno EOC for services and materials provided in relation to the Project during the Term is approximately $15.7 million.

Each party’s obligations under the Agreement are contingent to the receipt of certain grant funding by Fresno EOC, provided that if Fresno EOC terminates the Agreement due to the failure to receive such grant funding, Fresno EOC has agreed to pay the Company for services provided on or prior to such termination subject to certain limitations.

Additionally, each party may terminate the Agreement upon certain material breaches of the Agreement by the other party and failure to cure.

On August 9, 2024 and November 27, 2024, we 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 Term Loan are payable in arrears weekly.

The August 9, 2024 and November 27, 2024 Term Loans are secured by certain of our assets, and were is evidenced by a subordinated secured promissory note.

Series A Convertible Preferred Stock

On December 29, 2025, our stockholders, at a special meeting of the stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to designate 35,000 shares of preferred stock as Series A convertible preferred stock with par value $0.0001 per share and stated value of $1,000 per share.

Accordingly, on December 30, 2025, pursuant to a Securities Purchase Agreement and subsequent private placement offering, we issued an aggregate of 6,000 shares of series A preferred stock and warrants to purchase an aggregate of 2,534,856 shares of Common Stock to certain institutional investors.

We received aggregate proceeds of $5,400,000, representing a 10% original issue discount (gross stated value of $6,000,000) or $900 purchase price per share of each Series A convertible preferred stock and accompanying warrants prior to deducting underwriting discounts and commissions and offering expenses.

Pursuant to the Securities Purchase Agreement, certain Private Placement Investors may elect to purchase additional shares of Preferred Shares with an aggregate stated value of up to $25 million (the “Additional Investment Right”) and accompanying additional warrants to purchase shares of Common Stock (the “AIR Warrants”).

Such Preferred Shares and AIR Warrants shall have identical terms to the Preferred Shares and Private Placement Warrants issued at the private placement offering above, provided that the initial conversion price and exercise price, as applicable, of such Preferred Shares and AIR Warrants (the “AIR Price”) shall be equal to the greater of (A) the lesser of (i) 90% of the arithmetic average of the five lowest intraday trading prices occurring during any time during the 10 trading days prior to the exercise of such Additional Investment Right and (ii) the conversion price of the outstanding Preferred Shares and/or exercise price of the outstanding Private Placement Warrants the in effect and (B) the Floor Price.

Additionally the Private Placement Investors shall, commencing on the six-month anniversary of the private placement offering date and during every six months thereafter, the Purchasers shall either exercise Additional Investments or the Private Placement Warrants, for gross proceeds to us of at least $4.0 million until the we have received at least $20.0 million in gross proceeds, provided the Private Placement Investors shall have no obligation to exercise such Additional Investment Right every six months if during such period the AIR Price does not equal or exceed the Floor Price.

The Equity Line of Credit Facility

On December 1, 2025, we entered into a Common Shares Purchase Agreement with certain investors relating to an equity line of credit facility (the “ELOC Facility”), whereby we have the right from time to time at our option to sell to the Facility Investors up to $25 million of our Common Stock subject to certain conditions and limitations set forth in the Common Shares Purchase Agreement.

As of March 31, 2026, we have not activated the ELOC facility:

therefore, no common stock sales have been made under the ELOC Facility.

July 2025 Registered Public Offering

On July 11, 2025, we entered into an underwriting agreement (the “July 2025 Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) pursuant to which we issued and sold to Lucid 76,112 shares (the “Shares”) of Common Stock and 49,624 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $0.0001, the “Pre-Funded Warrants”) to purchase shares of Common Stock, at an offering price of $38.00 per Share (or $38.00 per Pre-Funded Warrant), and granted to Lucid an option for the issuance and sales of up to 18,860 additional Shares or Pre-Funded Warrants (the “Option”) to be sold by us (the “July 2025 Offering”).

The July 2025 Offering closed on July 14, 2025.

The aggregate gross proceeds to us from the July 2025 Offering were approximately $5.5 million , before deducting underwriting discounts of 8.0% of the price to the public and any other expenses payable by us in connection with the July 2025 Offering.

Pursuant to the July 2025 Underwriting Agreement we also agreed to issue to Lucid common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 5.0% of the securities sold in the July 2025 Offering at an exercise price of $42.00 per share of Common Stock.

On August 9, 2024, November 27, 2024 and March 31, 2025, we entered into a Subordinated Business Loan and Security Agreement ("Term Loans") with Agile Lending, LLC, as lender, and Agile Capital Funding, LLC, as collateral agent.

The August 9, 2024, November 27, 2024 and March 31, 2025 Term Loans are short-term, fixed interest rate obligations.

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

The Term Loans are secured by certain of our assets, and were evidenced by a subordinated secured promissory note.

The Term Loan contains customary affirmative and negative covenants.

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

We are in compliance with the Term Loan covenants as of December 31, 2025 .

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

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

Term Loan 3/31/2025 3/31/2026 $ 1,750,000 $ — 2.16 % 112.60 %

Interest expense paid on the Term Loans for the year ended December 31, 2025 was $1,240,544 .

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

On March 6, 2025, we repaid fully the principal balance and interest of the August 9, 2024 Term Loan .

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

As of December 31, 2025, the Company has fully repaid the principal balance and interest of Term Loans .

The following is a summary of debt as of December 31, 2025 and 2024.

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Senior Convertible Notes - December 2024 (1) — 250,000

Senior Convertible Notes - September 2025 112,302 —

Senior Convertible Notes - November 2025 281,186 —

Senior Convertible Notes - December 2025 222,691 —

Promissory Notes - Fermata Energy II LLC (2) 584,292 —

Total outstanding principal balance 1,764,917 5,572,001

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(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.

Senior Convertible Notes and Warrants

On October 31, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited institutional and individual investors (the “Investors”), pursuant to which we agreed to issue to the Investors (i) up to an aggregate of $3,750,000.01 principal amount (the “Principal Amount”) senior convertible promissory notes, carrying a 10.00% original issue discount (each, a “Note” and, collectively, the “Notes”), convertible into shares of our common stock, and (ii) accompanying warrants (the “Warrants) to purchase shares of common stock (the “Private Placement”).

On October 31, 2024, we closed on the Private Placement and issued the Notes and the Warrants.

Our Chief Executive Officer, Gregory Poilasne, participated as an Investor in the Private Placement, purchasing an aggregate of $250,000 in principal amount of Notes and accompanying Warrants.

On January 31, 2025 , we repaid fully the principal balance and interest of the August 27, 2024 Promissory Notes for a total amount repaid of $523,097 .

On December 31, 2024, we entered into a securities purchase agreement (the “December Purchase Agreement”) with an accredited institutional and individual investors (the “December Investor”), pursuant to which we agreed to issue to the December Investor (i) a $250,000 principal amount (the “December Principal Amount”) senior convertible promissory note, carrying a 10% 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, we 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, we 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.

Please see Note 11 to the Consolidated Financial Statements for a summary description of the key items of the Notes, Warrants, December Notes and December Warrants agreements.

On August 4, 2021, we formed Levo with Stonepeak and Evolve to rapidly accelerate the deployment of electric fleets, including zero-emission electric school buses for school districts in the United States through V2G hubs and TaaS.

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

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

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

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

See Note 12 to the Consolidated Financial Statements included in this Annual Report on Form 10-K for summary of the definitive agreements.

(1) Principal balance and interest of was fully repaid as of December 31, 2025.

(2) Related party notes.

(3) Note was repaid in February 2026 but maturity date is August 2027.

Therefore, presented as current liability in consolidated balance sheets.

Please see Note 10 to the Consolidated Financial Statements for a summary descriptions of the key items of the Notes and Warrants agreements.

Purchase Commitments

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Rhombus has in turn filed a demand for an arbitration claiming that we breached terms of the previous settlement agreement between us and Rhombus by failing to purchase additional DC Chargers.

We believe we donot have any obligation to purchase additional non-conforming DC Chargers.

We believe we do not have any obligation to purchase additional non-conforming DC Chargers.

Therefore, we believe that Rhombus’s position does not have any merit, and we intend to exercise all available rights and remedies in our legal action against Rhombus.

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Net cash used in operating activities during the year ended December 31, 2025 was $16.6 million as compared to net cash used of $15.7 million in the year ended December 31, 2024.

The $5.5 million decrease in net cash used in operating activities was primarily attributable to lower use of cash for working capital during the year ended December 31, 2024 as compared to the same prior period.

Working capital during the year ended December 31, 2024 was impacted by, among other items, lower net loss of $17.4 million, resulting from decrease in operating expenses and lower revenue.

Additionally, improved timing and management of vendor terms compared to the cash settlement of such items contributed t o lower use of cash for working capital.

During the year ended December 31, 2024 cash used for investing activities was $0.05 million as compared to net cash provided by investing activities of $1.14 million during the year ended December 31, 2023.

Net cash provided by investing activities during the year ended December 31, 2023 were from the sale of our equity investment in Switch EV Ltd partnership alliance, partially offset by purchase of fixed assets.

The $0.9 million increase in net cash used in operating activities was primarily attributable to higher use of cash for working capital during the year ended December 31, 2025 as compared to the same prior period.

Working capital during the year ended December 31, 2025 was impacted by, among other items, higher net loss of $31.5 million, resulting from increase in operating expenses and lower revenue, partially offset by improved timing and management of vendor terms compared to the cash settlement of such items.

During the year ended December 31, 2025 cash provided by investing activities was $0.52 million as compared to net cash used for investing activities of $0.05 million during the year ended December 31, 2024.

Net cash provided by investing activities during the year ended December 31, 2025 were for proceeds from the sale of our equity interest in a joint venture, partially offset by cash used for the purchase of fixed assets, and cash used for acquisitions.

Net cash provided by financing activities for the year ended December 31, 2025 was $21.2 million, of which $5.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, $5.0 million was the proceeds from private placement of convertible preferred stock, partially offset by issuance cost, $4.3 million was from the exercise of common stock warrants, partially offset by issuance cost, proceeds from debt obligations of $9.4 million, and repayment of debt obligations of $3.3 million .

Net cash provided by financing activities for the year ended December 31, 2024 was $14.5 million, of which $8.5 million was the proceeds from public offering of common stock, partially offset by issuance cost, $0.2 million was from the exercise of common stock warrants, partially offset by issuance cost, proceeds from debt obligations of $6.5 million, and repayment of debt obligations of $0.7 million .

Cash provided by financing activities for the year ended December 31, 2023 was $5.9 million, of which $5.0 million were the proceeds from the 2023 Offering, partially offset by issuance cost, and $0.9 million was provided in connection with the proceeds from the 2023 at-the-market common stock offering, partially offset by issuance cost.

Critical Accounting Policies and Estimates

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As payments are received, the difference between the total payment and the amortized value of the receivable is recorded to interest income using the effective yield method.

Areas of Judgment and Estimates

Determining whether multiple promises in a contract constitute distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.

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See Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period.

We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

See Note 2 to the consolidated financial statements included elsewhere in this Annual Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the year ended December 31, 2024.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things:

(a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

(b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis);

or (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of our first fiscal year following the fifth anniversary of the closing date of Newborn's IPO, which was consummated on February 19, 2020, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-K

Item 7. Management’s Discussion and Analysis