false000183687500018368752024-05-142024-05-140001836875us-gaap:CommonStockMember2024-05-142024-05-140001836875us-gaap:WarrantMember2024-05-142024-05-14


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2024
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Suite 200San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbols Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share NVVE 
The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock NVVEW 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o



Item 2.02. Results of Operations and Financial Condition.
On May 14, 2024, Nuvve Holding Corp. (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2024. A copy of the press release is furnish herewith as Exhibits 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is hereby incorporated herein by reference.
The information and exhibit included pursuant to Item 2.02 and 7.01 of this report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
1

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 14, 2024
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
2


Exhibit 99.1
image_0a.jpg

Nuvve Provides First Quarter 2024
Financial Update
Investor Conference Call to be Held Today at 5:00 PM Eastern Time (2:00 PM PT)

SAN DIEGO, May 14, 2024 /PRNewswire/— Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a green energy technology company that provides a globally-available, commercial vehicle-to-grid (V2G) technology platform that enables electric vehicle (EV) batteries to store and resell unused energy back to the local electric grid and provides other grid services, today provided a first quarter 2024 update.
 First Quarter Highlights and Recent Developments

•Celebrated the 500th electric school bus EVSE to be deployed which will be managed through its proprietary GIVeTM bidirectional, smart-charging software platform
•Selected to implement its turnkey fleet electrification program for Fresno EOC’s $16M 50-shuttle fleet project
•Increased megawatts under management by 6.0% to 26.6 megawatts as of March 31, 2024 from 25.1 megawatts on December 31, 2023
•Reduced operating expenses excluding cost of sales in first quarter 2024 to $7.5 million compared to $8.3 million in first quarter 2023
•Cash and cash equivalents of $5.3 million as of March 31, 2024
Management Discussion

Gregory Poilasne, Chief Executive Officer of Nuvve, said, “We positively jump-started 2024 by celebrating our 500th electric school bus EVSE to be deployed which will be managed through our proprietary GIVeTM bidirectional, smart-charging software platform. The momentum continued when we were informed by the Board of the Fresno Economic Opportunities Commission (EOC) that we were selected to implement our turnkey fleet electrification program for their 50-shuttle fleet. This solution is planned to include 50 electric Class-A shuttles, a 2.5-megawatt on-site solar generation system, a battery storage system, DC fast chargers, and our GIVeTM software platform and V2G technology. With delayed announcements from the EPA on second round winners of the Clean School Bus Program, K-12 customers adjusted their procurement decisions accordingly. We continue to proactively communicate with current and prospective K-12 customers, ensuring they have everything they need from Nuvve to make the best decision for their EVSE needs.”








2024 First Quarter Financial Review

Total revenue was $0.78 million for the three months ended March 31, 2024, compared to $1.85 million for the three months ended March 31, 2023, a decrease of $1.08 million, or 58.0%. The decrease was primarily attributable to a $0.95 million decrease in products revenue and $0.1 million decrease in services revenue due to lower customers sales orders and shipments. Products and services revenue for the three months ended March 31, 2024, consisted of DC and AC Chargers of $0.48 million, grid services revenue of $0.04 million, and engineering services of $0.18 million.
Cost of products and services revenue for the three months ended March 31, 2024, decreased by $1.0 million to $0.5 million, or 65.1% compared to $1.5 million for the three months ended March 31, 2023 due to lower customers sales orders and shipments. Products and services margin increased by 8.9% to 26.8% for the three months ended March 31, 2024, compared to 17.9% in the same prior year period. Margin benefited from a lower mix of hardware charging stations’ sales and a higher mix of engineering services in the current quarter compared with the first quarter of 2023.
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, legal, finance, and professional expenses. Selling, general and administrative expenses were $5.9 million for the three months ended March 31, 2024, as compared to $6.2 million for the three months ended March 31, 2023, a decrease of $0.3 million, or 4.0%.
The decrease during the three months ended March 31, 2024 was primarily attributable to decreases in insurance related expenses of $0.1 million, decreases in public company related costs of $0.1 million, decreases in office related expenses of $0.1 million, decreases in subcontractor and outside services expenses of $0.3 million, and decreases in travel and marketing/promotions related expenses of $0.2 million, partially offset by increases in compensation expenses of $0.6 million, including share-based compensation. Expenses resulting from the consolidation of Levo's activities during the three months ended March 31, 2024, accounted for $0.2 million of the decrease in selling, general and administrative expenses.
Research and development expenses decreased by $0.5 million, or 24.3%, from $2.1 million for the three months ended March 31, 2023 to $1.6 million for the three months ended March 31, 2024. The decrease during the three months ended March 31, 2024 was primarily attributable to decreases in compensation expenses and subcontractor expenses used to advance our platform functionality and integration with more vehicles.
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 $0.3 million from $0.2 million of other income for the three months ended March 31, 2023, to $0.5 million in other income for the three months ended March 31, 2024. The increase during the three months ended March 31, 2024 was primarily attributable to the change in fair value of the warrants liability, partially offset by sublease income related to the subleasing of part of our main office space.
Net loss decreased by $0.9 million, or 12.2%, from $7.7 million for the three months ended March 31, 2023, to $6.7 million for the three months ended March 31, 2024. The decrease in net loss was primarily due to an increase in other income of $0.3 million, and a decrease in operating expenses of $1.7 million, which includes a decrease in cost of product and services of $1.0 million, partially offset by decrease in revenue of $1.1 million, for the above aforementioned reasons.
Net Income (Loss) Attributable to Non-Controlling Interest
Net loss attributable to non-controlling interest was $0.01 million for the three months ended March 31, 2024 compared to net income attributable to non-controlling interest of $0.01 million for the three months ended March 31, 2023.
Net income (loss) is allocated to non-controlling interests in proportion to the relative ownership interests of the holders of non-controlling interests in Levo, an entity formed by us with Stonepeak and Evolve. We own 51% of Levo's common units and Stonepeak and Evolve own 49% of Levo's common units. We have determined that Levo is a variable interest entity (“VIE”) in which we are the primary beneficiary. Accordingly, we consolidated Levo and recorded a non-controlling interest for the share of Levo owned by Stonepeak and Evolve during the three months ended March 31, 2024.

Megawatts Under Management

Megawatts under management refers to the potential available charging capacity Nuvve is currently managing around the world.
2

Conference Call Details
The Company will hold a conference call to review its financial results for the first quarter of 2024, along with other Company developments, at 5:00 PM Eastern Time (2:00 PM PT) today, Tuesday, May 14, 2024.
To participate, please register for and listen via a live webcast, which is available in the ‘Events’ section under the ‘News & Events’ tab of Nuvve’s investor relations website at https://investors.nuvve.com/. In addition, a replay of the call will be made available for future access.
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.

Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "aims," "anticipates," "plans," "looking forward to," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "continue," "seeks" or the negatives of such terms or other variations on such terms or comparable terminology, although not all forward-looking statements contain such identifying words. Forward-looking statements include, but are not limited to, statements concerning Nuvve’s expectations, plans, intentions, strategies, prospects, business plans, product and service offerings, new deployments, potential project successes, expected timing of recently announced projects, anticipated growth of various business areas and other statements that are not historical facts. Nuvve cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Nuvve. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Some of these risks and uncertainties can be found in Nuvve’s most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov, https://investors.nuvve.com or on request from Nuvve. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Nuvve’s filings with the SEC. Such forward-looking statements speak only as of the date made, and Nuvve disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this press release.
Trademarks
This press release contains trademarks, service marks, trade names and copyrights of Nuvve and other companies, which are the property of their respective owners.
Nuvve Investor Contact
investorrelations@nuvve.com
+1 (619) 483-3448

Nuvve Press Contacts
press@nuvve.com
+1 (619) 483-3448
3

FINANCIAL TABLES FOLLOW
 NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2024December 31, 2023
Assets
Current assets
Cash$5,283,031 $1,534,660 
Restricted cash480,000 480,000 
Accounts receivable, net1,281,024 1,724,899 
Inventories6,082,633 5,889,453 
Prepaid expenses 826,601 994,719 
Deferred costs1,455,821 1,667,602 
Other current assets686,010 751,412 
Total current assets16,095,120 13,042,745 
Property and equipment, net750,347 766,264 
Intangible assets, net1,167,343 1,202,203 
Investment in equity securities670,951 670,951 
Investment in leases109,606 112,255 
Right-of-use operating lease assets4,717,550 4,839,526 
Financing receivables— 288,872 
Security deposit, long-term25,832 27,690 
Total assets$23,536,749 $20,950,506 
Liabilities, Mezzanine Equity and Stockholders’ Equity
Current liabilities
Accounts payable$1,478,830 $1,694,325 
Due to customers— — 
Accrued expenses5,264,444 4,632,101 
Deferred revenue1,079,530 1,030,056 
Operating lease liabilities - current851,813 856,250 
Other liabilities105,573 105,141 
Total current liabilities8,780,190 8,317,873 
Operating lease liabilities - noncurrent4,530,861 4,646,383 
Warrants liability3,069,277 4,621 
Derivative liability - non-controlling redeemable preferred shares321,261 309,728 
Other long-term liabilities754,819 681,438 
Total liabilities17,456,408 13,960,043 
Commitments and Contingencies
Mezzanine equity
Redeemable non-controlling interests, preferred shares, zero par value, 1,000,000 shares authorized, 3,138 shares issued and outstanding at March 31, 2024 and December 31, 2023; aggregate liquidation preference of $3,825,205 and $3,750,201 at March 31, 2024 and December 31, 2023, respectively4,355,095 4,193,629 
Class D Incentive units, zero par value, 1,000,000 units authorized; 50,000 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively247,455 216,229 
Stockholders’ equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; zero shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively— — 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 6,070,642 and 1,246,589 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively6,357 5,927 
Additional paid-in capital161,491,576 155,615,962 
Accumulated other comprehensive income80,025 93,676 
Accumulated deficit(154,955,297)(148,240,859)
Nuvve Holding Corp. Stockholders’ Equity 6,622,661 7,474,706 
Non-controlling interests(5,144,870)(4,894,101)
Total stockholders’ equity 1,477,791 2,580,605 
Total Liabilities, Mezzanine Equity and Stockholders’ Equity $23,536,749 $20,950,506 
4

  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
20242023
Revenue
Products $476,469 $1,428,886 
Services219,871 351,499 
Grants83,416 74,401 
Total revenue779,756 1,854,786 
Operating expenses
Cost of products336,672 1,368,573 
Cost of services172,772 92,331 
Selling, general, and administrative5,928,110 6,172,024 
Research and development1,589,577 2,100,088 
Total operating expenses8,027,131 9,733,016 
Operating loss(7,247,375)(7,878,230)
Other income (expense)
Interest income, net9,012 68,337 
Change in fair value of warrants liability727,662 (213,758)
Change in fair value of derivative liability(11,533)(76,840)
Other, net(206,503)440,386 
Total other income, net518,638 218,125 
Loss before taxes(6,728,737)(7,660,105)
Income tax expense — — 
Net loss$(6,728,737)$(7,660,105)
Less: Net (loss) income attributable to non-controlling interests(14,299)6,288 
Net loss attributable to Nuvve Holding Corp.$(6,714,438)$(7,666,393)
Less: Preferred dividends on redeemable non-controlling interests75,004 69,292 
Less: Accretion on redeemable non-controlling interests preferred shares161,466 161,466 
Net loss attributable to Nuvve Holding Corp. common stockholders$(6,950,908)$(7,897,151)
Net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted$(1.69)$(12.84)
Weighted-average shares used in computing net loss per share attributable to Nuvve Holding Corp. common stockholders, basic and diluted4,114,430 614,905 
5

  NUVVE HOLDING CORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended March 31,
20242023
Net loss $(6,728,737)$(7,660,105)
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments, net of taxes$(13,651)$8,934 
Total comprehensive loss $(6,742,388)$(7,651,171)
Less: Comprehensive income (loss) attributable to non-controlling interests$(14,299)$6,288 
Comprehensive loss attributable to Nuvve Holding Corp.$(6,728,089)$(7,657,459)
Less: Preferred dividends on redeemable non-controlling interests$(75,004)$(69,292)
Less: Accretion on redeemable non-controlling interests preferred shares(161,466)(161,466)
Comprehensive loss attributable to Nuvve Holding Corp. common stockholders$(6,491,619)$(7,426,701)

6

  NUVVE HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
20242023
Operating activities
Net loss$(6,728,737)$(7,660,105)
Adjustments to reconcile to net loss to net cash used in operating activities
Depreciation and amortization86,656 76,520 
Stock-based compensation877,782 965,820 
Change in fair value of warrants liability(727,662)213,758 
Change in fair value of derivative liability11,533 76,840 
Warrants issuance costs305,065 — 
Gains from sale of investments in equity securities— (325,155)
Noncash lease expense126,178 115,576 
Change in operating assets and liabilities
Accounts receivable443,875 (1,427,503)
Inventory(193,180)1,519,589 
Prepaid expenses and other assets732,925 (342,511)
Accounts payable(215,495)(28,178)
Accrued expenses and other liabilities504,358 1,021,709 
Deferred revenue52,123 (38,062)
Net cash used in operating activities(4,724,580)(5,831,702)
Investing activities
Purchase of property and equipment(40,907)(11,125)
Proceeds from sale of investments in equity securities— 1,325,155 
Net cash provided (used) in investing activities(40,907)1,314,030 
Financing activities
Proceeds from Direct Offering of common stock, net of issuance costs— 470,000 
Proceeds from common stock offering, net of issuance costs8,516,741 136,717 
Payment of finance lease obligations(2,888)(1,896)
Net cash provided in financing activities8,513,853 604,821 
Effect of exchange rate on cash5 5,413 
Net increase (decrease) in cash and restricted cash3,748,371 (3,907,438)
Cash and restricted cash at beginning of year2,014,660 16,233,896 
Cash and restricted cash at end of period$5,763,031 $12,326,458 
7
v3.24.1.1.u2
Cover
May 14, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 14, 2024
Entity Registrant Name NUVVE HOLDING CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40296
Entity Tax Identification Number 86-1617000
Entity Address, Address Line One 2488 Historic Decatur Road, Suite 200
Entity Address, City or Town San Diego,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92106
City Area Code 619
Local Phone Number 456-5161
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001836875
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, Par Value $0.0001 Per Share
Trading Symbol NVVE
Security Exchange Name NASDAQ
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants to Purchase Common Stock
Trading Symbol NVVEW
Security Exchange Name NASDAQ
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